Activation Group Holdings Limited — Proxy Solicitation & Information Statement 2020

Sep 29, 2020

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(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 9919)

Form of proxy for use by shareholders at the extraordinary general meeting to be held on Tuesday, 27 October 2020 at 10:00 a.m.

I/We (note a) of being the registered holder(s) of (note b) shares (“ Shares ”) of HK$0.001 each of Activation Group Holdings Limited (“ Company ”) hereby appoint the chairman of the extraordinary general meeting (“ Meeting ”) of the Company or of to act as my/our proxy (note c) at the Meeting to be held at 40th Floor, Sunlight Tower, 248 Queen’s Road East, Wanchai, Hong Kong on Tuesday, 27 October 2020 at 10:00 a.m. and at any adjournment thereof and to vote on my/our behalf as directed below.

Please make a mark in the appropriate box to indicate how you wish your vote(s) to be cast on a poll.

	SPECIAL RESOLUTION	(note d)	FOR	(note e)	AGAINST	(note e)
	To approve the amendment and reinstatement of the Articles of Association of the
	Company

	SPECIAL RESOLUTION(note d)
1.	To approve the amendment and reinstatement of the Articles of Association of the
	Company

Dated this	day of	2020.Shareholder’s signature	:(notes f to l)

Notes:

• a. Full name(s) and address(es) are to be inserted in BLOCK CAPITAL LETTERS . The names of all joint registered holders should be stated.

• b. Please insert the number of Shares registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all the Shares in the share capital of the Company registered in your name(s).

• c. A proxy need not be a member of the Company. If you wish to appoint some person other than the chairman of the Meeting as your proxy, please delete the words “the chairman of the extraordinary general meeting (“ Meeting ”) of the Company or” and insert the name and address of the person appointed in the space provided. A member of the Company entitled to attend and vote at the Meeting is entitled to appoint in written form one or, if he is the holder of two or more Shares, more proxies to attend and vote instead of him.

• d. The full text of the special resolution is set out in the notice of the Meeting dated 30 September 2020.

• e. If you wish to vote for any of the resolutions set out above, please tick (“✓”) the boxes marked “For”. If you wish to vote against any of the resolutions, please tick (“✓”) the boxes marked “Against”. If the form returned is duly signed but without specific direction on the proposed resolution, the proxy will vote or abstain at his discretion in respect of all resolutions.

• f. In the case of joint holders of Shares, any one of such joint holders may vote, either in person or by proxy, in respect of such Share as if he/she were solely entitled thereto, but if more than one of such joint holders are present at the Meeting personally or by proxy, that one of the said persons so present whose name stands first on the register in respect of such share shall alone be entitled to vote in respect thereof.

• g. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing, or if the appointor is a corporation, either under seal or under the hand of an officer or attorney duly authorised.

• h. To be valid, this form of proxy together with any power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power or authority must be deposited with the Hong Kong share registrar of the Company, Computershare Hong Kong Investor Services Limited at Shops 17121716, 17/F, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, not less than 48 hours before the time fixed for holding of the Meeting (i.e. by 10:00 a.m. on 25 October 2020 (Hong Kong time)) or any adjournment thereof.

• i. For the purpose of determining members who are qualified for attending the Meeting, the register of members of the Company will be closed from 21 October 2020 to 27 October 2020 (both days inclusive), during which no transfer of the Shares will be effected. In order to qualify for attending the Meeting, all transfers of Shares accompanied by the relevant share certificates must be lodged with the Hong Kong share registrar of the Company, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17/F, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, by no later than 4:30 p.m. on Tuesday, 20 October 2020.

• j. Delivery of an instrument appointing a proxy should not preclude a member from attending and voting in person at the Meeting or any adjournment thereof and in such event, the instrument appointing a proxy shall be deemed to be revoked.

• k. Any alteration made to this form should be initialled by the person who signs the form.

• l. All times and dates specified herein refer to Hong Kong local times and dates.

PERSONAL INFORMATION COLLECTION STATEMENT

Your supply of your and your proxy’s (or proxies’) name(s) and address(es) is on a voluntary basis for the purpose of processing your request for the appointment of a proxy (or proxies) and your voting instructions for the Meeting (the “ Purposes ”). We may transfer your and your proxy’s (or proxies’) name(s) and address(es) to our agent, contractor, or third party service provider who provides administrative, computer and other services to us and to such parties who are authorised by law to request the information or are otherwise relevant for the Purposes and need to receive the information. Your and your proxy’s (or proxies’) name(s) and address(es) will be retained for such period as may be necessary to fulfil the Purposes. You/your proxy (or proxies) has/have the right to request access to and/or correction of the relevant personal data in accordance with the provisions of the Personal Data (Privacy) Ordinance and any such request should be in writing by mail to Computershare Hong Kong Investor Services Limited at the above address.