Blue Moon Group Holdings Limited — Proxy Solicitation & Information Statement 2023

Apr 28, 2023

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Blue Moon Group Holdings Limited

藍月亮集團控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 6993)

Proxy Form for the Annual General Meeting

I/We (Note 1) of being the registered holder(s) of (Note 2) ordinary shares of HK$0.01 each (the “ Shares ”) in the share capital of Blue Moon Group Holdings Limited (the “ Company ”) HEREBY APPOINT (Note 3) the Chairman of the Annual General Meeting (as defined below) or of

as my/our proxy(ies) to attend and vote for me/us at the annual general meeting of the Company to be held at 24/F, Admiralty Centre I, 18 Harcourt Road, Hong Kong on Friday, 16 June 2023 at 3:00 p.m. (or at any adjournment thereof) (the “ Annual General Meeting ”) in respect of such resolutions as indicated below or on any resolution or motion which is proposed thereat, and, if no such indication is given, at the discretion of my/our proxy(ies).

	ORDINARY RESOLUTIONS	FOR (Note 4)	AGAINST (Note 4)
1.	To receive and consider the audited consolidated financial statements and reports of the directors and auditor of the Company for the year ended 31 December 2022.
2.	To declare final dividend of HK$16.8 cents per ordinary share of the Company for the year ended 31 December 2022.
3.	To re-appoint PricewaterhouseCoopers as the auditor of the Company and to authorise the board of directors of the Company to fix its remuneration.
4.	(a) (i) To re-elect Ms. PAN Dong as an Executive Director of the Company.
	(ii) To re-elect Mr. Bruno Robert MERCIER as an Independent Non-executive Director of the Company.
	(b) To authorise the board of directors of the Company to fix the Directors’ remuneration.
5.	To grant a general mandate to the directors of the Company to allot, issue and deal with new shares not exceeding 20% of the total number of issued shares of the Company as at the date of passing this resolution.
6.	To grant a general mandate to the directors of the Company to repurchase shares not exceeding 10% of the total number of issued shares of the Company as at the date of passing this resolution.
7.	To extend the general mandate granted to the directors of the Company to allot, issue and deal with additional shares of the Company by an amount not exceeding the number of shares repurchased by the Company.
	SPECIAL RESOLUTION
8.	To approve and adopt the Second Amended and Restated Memorandum and Articles of Association of the Company.

Dated this day of , 2023 Signature(s) (Note 5 and 6) :

Notes:

1. Please insert full name(s) and address(es) in BLOCK CAPITALS .

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

3. If any proxy other than the Chairman of the Annual General Meeting is preferred, strike out the words “the Chairman of the Annual General Meeting (as defined below) or” and insert the name and address of the proxy desired in the space provided. Any shareholder may appoint one or more proxies to attend and, on a poll, vote instead of him. A proxy need not be a shareholder of the Company.

4. Important: If you wish to vote for the resolution, tick in the appropriate box marked “FOR”. If you wish to vote against the resolution, tick in the appropriate box marked “AGAINST”. Failure to tick a box will entitle your proxy to cast your vote at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the meeting other than referred to above.

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

6. Where there are joint registered holders, any one of such persons may vote at the meeting, either personally or by proxy, in respect of such Shares of the Company as if he were solely entitled thereto; but if more than one of such joint registered holders be present at the meeting personally or by proxy, then the registered holder so present whose name stands first on the register of members of the Company in respect of such Shares of the Company will alone be entitled to vote in respect thereof.

7. To be valid, this proxy form along with the power of attorney or other authority, if any, under which it is signed or a certified copy of that power or authority, must be completed and lodged at the Company’s Hong Kong Share Registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, not less than 48 hours before the time for holding the meeting or any adjourned meeting thereof. Completion and return of the form of proxy will not preclude you from attending the meeting and voting in person at the meeting or any adjourned thereof and, in such event, the relevant form of proxy shall be deemed to be revoked.

8. Any alteration made to this proxy form must be initialled by the person who signs it.

9. The description of each resolution herein is by way of summary only. The full text of the resolution is set out in the notice of the Annual General Meeting.