BGMC International Limited — Proxy Solicitation & Information Statement 2020

Dec 10, 2020

==> picture [58 x 36] intentionally omitted <==

BGMC International Limited 璋利國際控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1693)

FORM OF PROXY FOR THE EXTRAORDINARY GENERAL MEETING TO BE HELD AT UNIT 2413A, 24/F, LIPPO CENTRE TOWER ONE, QUEENSWAY 89, ADMIRALTY, HONG KONG ON WEDNESDAY, 30 DECEMBER 2020 AT 10 A.M. (OR AT THE ADJOURNMENT THEREOF)

I/We, (Name) (Note 1) of (Address) (Note 1) being the registered holder(s) of (Note 2) ordinary shares of HK$0.01 each in the capital of BGMC International Limited (the “ Company ” and the “ Shares ”, respectively), HEREBY APPOINT (Name) of (Address) or failing him/her, the CHAIRMAN OF THE MEETING (Note 3) as my/our proxy to attend and vote for me/us and on my/our behalf at the Extraordinary general meeting of the Company (the “ EGM ”) to be held at Unit 2413A, 24/F, Lippo Centre Tower One, Queensway 89, Admiralty, Hong Kong, on Wednesday, 30 December 2020 at 10 a.m. and at the adjournment thereof on any resolution or motion which will be proposed thereat. My/our proxy is authorised and instructed to vote as indicated [(Note][4)] in respect of the under-mentioned resolution:

			ORDINARY RESOLUTION*FOR (Note 4)AGAINST	ORDINARY RESOLUTION*FOR (Note 4)AGAINST	(Note 4)
		1.To	approve the share purchase agreement (as defined in the circular of the Company
		dated 11 December 2020) and all the transactions contemplated thereunder (including
		the	disposal of the entire equity interest in KAS Engineering Sdn. Bhd.) and to
		authorise any one director of the Company to execute all such documents or do such
		acts and things as he consider necessary, desirable or expedient for the implementation
		thereof.
	*	_For _	the full text of the proposed resolution, please refer to the notice of the EGM as contained in the Company’s circular dated 11 December 2020.
	Signature		(Notes 5 and 6)Dated thisday of		2020
	Notes:
	1.	Full	name(s) and address(es) to 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 relates; if no number is inserted, this form of proxy will be deemed to relate to all the
		Shares registered in your name(s).
	3.	A member of the Company (the “Member”) may appoint one (or, if he/she/it holds two or more Shares, more than one) proxy of his/her/its own choice. If such an
		appointment is made, please insert the name and address of the person appointed as proxy in the space provided. **A proxy needs not be a Member but **		must attend the
		EGM in person to represent you. If more than one proxy is appointed, the original form of proxy may be photocopied for use and the appointment		shall specify the
		number of Shares in respect of which such proxy is so appointed.
	4.	**IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION, PLEASE TICK (✔) THE BOX MARKED “FOR”. IF YOU WISH TO VOTE **		AGAINST THE
		RESOLUTION, PLEASE TICK (✔) THE BOX MARKED “AGAINST”. Failure to tick a box will entitle your proxy to cast your vote at his/her discretion or abstain
		from voting. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the EGM other than that referred to in the Notice. If you wish
		to vote part of your Shares for and part of your Shares against the resolution in the event that a poll is called, please insert the number of Shares in the		relevant box.
	5.	The	form of proxy must be signed by the appointor or his/her attorney duly authorised in writing or, if such appointor is a corporation, must be either under its common
		seal	or under the hand of an officer, attorney or other person authorised to sign the same.
	6.	In the case of joint shareholders, the signature of any one shareholder will be sufficient but the names of all the joint shareholders should be stated.
	7.	Where there are joint holders of any Share, any one of such joint holders may vote at the EGM, 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 is present at the EGM, that one of the said persons so present whose name stands first		on the register of
		members of the Company in respect of such Share shall be entitled to vote in respect thereof.
	8.	In order to be valid, this form of proxy must be completed, signed and deposited at the Company’s branch share registrar in Hong Kong, Boardroom Share Registrars (HK)
		Limited (the “Hong Kong Branch Share Registrar”) at Room 2103B, 21/F., 148 Electric Road, North Point, Hong Kong together with a power of		attorney or other
		authority, if any, under which it is signed (or a certified copy thereof), not later than 48 hours before the time appointed for holding the EGM or the adjournment thereof.
		Completion and return of the form of proxy shall not preclude Members from subsequently attending and voting in person at the EGM or the adjournment thereof, should
		they	so wish, and in such event, the form of proxy shall be deemed to have been revoked.
	9.	Any	alteration made to this form of proxy must be initialled by the person who signs it.
	10.The		Company reserves its right to treat any form of proxy which has been incorrectly completed in some manner as valid if such incorrectness is considered by the
		Company, at its absolute discretion, not material.
	11.A Member or his/her/its proxy should produce proof of identity when attending the EGM. If a corporate Member appoints its representative to attend the EGM, such
		representative should produce proof of identity and a copy of the resolution of the board of directors or other governing body of that Member		appointing such
		representative to attend the EGM.

PERSONAL INFORMATION COLLECTION STATEMENT

(i) “Personal Data” in these statements has the same meaning as “personal data” in the Personal Data (Privacy) Ordinance, Chapter 486 of the Laws of Hong Kong (the “ PDPO ”).

• (ii) Your supply of Personal Data to the Company is on a voluntary basis and is used for processing your instructions and/or requests as stated in this form of proxy.

• (iii) Your Personal Data will not be transferred to any third parties (other than the Hong Kong Branch Share Registrar) unless it is a requirement to so do by applicable codes, rules and law, for example, in response to a court order or a law enforcement agency’s request and will be retained for such period as may be necessary for our verification and record purposes.

• (iv) You have the right to request access to and/or correction of your Personal Data in accordance with the provisions of the PDPO. Any such request should be in writing addressed to the Personal Data Privacy Officer of Boardroom Share Registrars (HK) Limited at Room 2103B, 21/F., 148 Electric Road, North Point, Hong Kong.