Agile Group Holdings Limited — Proxy Solicitation & Information Statement 2018

Apr 9, 2018

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AGILE GROUP HOLDINGS LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 3383)

PROXY FORM FOR ANNUAL GENERAL MEETING TO BE HELD ON 14 MAY 2018

I/We [(Note][1)] (name) of (address) being the registered holder(s) of [(Note][2)] shares of HK$0.10 each in the capital of Agile Group Holdings Limited (the “ Company ”) hereby appoint [(Note][3)] the Chairman of the Meeting or (name) of (address) as my/our proxy to vote for me/us on my/our behalf at the annual general meeting (the “ Meeting ”) of the Company to be held at Granville & Nathan Room, Lower Lobby, Conrad Hong Kong, Pacific Place, 88 Queensway, Hong Kong on Monday, 14 May 2018 at 2:30 p.m. (or at any adjournment thereof) for the purpose of considering and, if though fit, passing the ordinary resolutions as set out in the notice convening the Meeting and at the Meeting (or at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of such resolutions as hereunder indicated, and, if no such indication is given, as my/our proxy thinks fit. My/Our proxy will also be entitled to vote on any matter properly put to the Meeting in such manner as he/she thinks fit.

			ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS		FOR (Note 4)	FOR (Note 4)	AGAINST (Note 4)	AGAINST (Note 4)
1.	To	receive and adopt	the	audited financial statements together with the report of
	directors and the independent auditor’s report of the Company and its subsidiaries
	for	the year ended 31 December 2017.
2.	To	declare a final dividend for the year ended 31 December 2017.
3.	To	re-elect Mr. Chen Zhuo		Lin as director.
4.	To	re-elect Madam Luk Sin Fong, Fion as director.
5.	To	re-elect Mr. Chan Cheuk Nam as director.
6.	To	re-elect Dr. Cheng Hon		Kwan as director.
7.	To	authorise the board of directors to fix the remuneration of directors.
8.	To	re-appoint auditor and to authorise the board of directors to fix their
	remuneration.
9.	A.	To grant a general	mandate to the directors to repurchase shares of the Company.
	B.	To grant a general	mandate to the directors to issue shares of the Company.
	C.	To add the nominal amount of the shares repurchased under resolution 9.A. to
		the mandate granted to the directors under resolution 9.B.

Date: day of 2018 Signature: [(Note][5)] Notes:

1. Full name(s) and address(es) must be inserted in BLOCK CAPITALS. The names of all joint registered holders should be stated.

2. Please insert the number of shares registered in your name(s) to which this proxy form relates. If no number is inserted, this form of proxy will be deemed to relate to all shares of the Company registered in your name(s).

3. If any proxy other than the Chairman of the Meeting is preferred, strike out “the Chairman of the Meeting” and insert the name and address of the proxy in the space provided. ANY ALTERATION MADE TO THIS PROXY FORM MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

4. IMPORTANT: If you wish to vote for a resolution, tick in the box marked “FOR”. If you wish to vote against a resolution, tick in the box marked “AGAINST”. If no direction is given, your proxy may vote or abstain as he/she thinks fit. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the Meeting other than those referred to in the notice convening the Meeting.

5. This proxy form must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must be either under its common seal or under the hand of an officer or attorney duly authorised to sign the same.

6. In order to be valid this proxy form together with the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy thereof, must be lodged with the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for holding of the Meeting or the adjourned Meeting.

7. In the case of joint registered holders of any shares, any one of such persons may vote at the Meeting, either personally or by proxy, in respect of such shares as if he/she was solely entitled thereto, but if more than one of such joint registered holders be present at the Meeting, either personally or by proxy, that one of the said persons so present whose name stands first on the register of members in respect of such shares shall be accepted to the exclusion of the votes of the other joint registered holders.

8. The proxy need not be a shareholder of the Company but must attend the Meeting in person to represent you.

9. Completion and return of this proxy form will not preclude you from attending and voting at the Meeting if you so wish. If you attend and vote at the Meeting, the authority of your proxy will be revoked.