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China Aoyuan Group Limited — Proxy Solicitation & Information Statement 2025
Apr 29, 2025
50911_rns_2025-04-29_780b4e23-4165-48bc-9fec-eafb87913b69.pdf
Proxy Solicitation & Information Statement
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中國奧國集團股份有限公司
China Aoyuan Group Limited
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 3883)
FORM OF PROXY FOR THE 2025 ANNUAL GENERAL MEETING
TO BE HELD ON THURSDAY, 26 JUNE 2025
$\mathrm{I} / \mathrm{We}^{(Note1)}$
of
being the registered holder(s) of $(^{Note2})$ shares of HK$0.01 each in the share capital of China Aoyuan Group Limited (the "Company") hereby appoint the Chairman of the meeting $(^{Note3})$ or
of
as my/our proxy to attend, act and vote for me/us and on my/our behalf as directed below at the 2025 annual general meeting (the "2025 AGM") of the Company to be held at 24th Floor, Admiralty Centre, Tower 1, 18 Harcourt Road, Hong Kong on Thursday, 26 June 2025 at 2:30 p.m. (and at any adjournment thereof).
Please tick $(\checkmark)$ the appropriate boxes to indicate how you wish your vote(s) to be cast $(^{Note4})$
| ORDINARY RESOLUTIONS | FOR | AGAINST | |
|---|---|---|---|
| 1. | To receive, consider and adopt the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors of the Company and the auditors of the Company for the financial year ended 31 December 2024. | ||
| 2(a). | To re-elect Mr. Chen Zhi Bin as Executive Director of the Company. | ||
| 2(b). | To re-elect Mr. Mohamed Obaid Ghulam Badakkan Alobeidli as Non-executive Director of the Company. | ||
| 2(c). | To re-elect Ms. Shi Li Li as Non-executive Director of the Company. | ||
| 2(d). | To re-elect Mr. Wong Wai Keung Frederick as Independent Non-executive Director of the Company. | ||
| 2(e). | To authorise the Board of Directors to fix the respective Directors' remuneration. | ||
| 3. | To re-appoint SHINEWING (HK) CPA Limited as the Auditors of the Company and to authorise the Board of Directors to fix their remuneration. | ||
| 4. | To give a general mandate to the Directors to buy back shares of the Company not exceeding 10% of the total number of issued shares (exclude treasury shares, if any) of the Company as at the date of passing of this resolution. | ||
| 5. | To give a general mandate to the directors to issue, allot and deal with (include any sale and transfer of treasury share out of treasury) additional shares of the Company not exceeding 20% of the total number of issued shares (exclude treasury shares, if any) of the Company as at the date of passing of this resolution. | ||
| 6. | To extend the general mandate granted to the directors to issue, allot and deal with additional shares in the capital of the Company by adding the aggregate number of the shares bought back by the Company. |
Date: 2025
Signature(s) (Note 5):
Notes:
- Full name(s) and address(es) to be inserted in BLOCK CAPITALS.
- Please insert the number of shares to which this form of proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all the shares of the Company registered in your name(s).
- If any proxy other than the Chairman of the meeting is preferred, please strike out the words "the Chairman of the meeting or" and insert the name and address of the desired proxy in the space provided. A member entitled to attend and vote at the 2025 AGM may appoint a proxy or if he holds two or more shares, may appoint more than one proxy to attend and vote on his behalf, provided that if more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed. A proxy need not be a member of the Company. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.
- IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, PLEASE TICK $(\checkmark)$ THE BOX MARKED "FOR". IF YOU WISH TO VOTE AGAINST A RESOLUTION, PLEASE TICK $(\checkmark)$ THE BOX MARKED "AGAINST". If no direction is given, your proxy will vote or abstain at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the 2025 AGM other than those referred to in the notice convening the 2025 AGM.
- This form of proxy must be signed by you or your attorney duly authorised in writing. In case of a corporation, the same must be either under its common seal or under the hand of an officer or attorney so.
- In case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of votes of the other joint holder(s) and for this purpose seniority will be determined by the order in which the names stand in the Register of Members of the Company.
- In order to be valid, this form of proxy together with the power of attorney or other authority (if any) under which it is signed or a certified copy thereof, must be deposited at Computershare Hong Kong Investor Services Limited the Company's branch share registrar and transfer office in Hong Kong, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for the 2025 AGM or any adjournment or postponement (as the case may be).
- Completion and delivery of the form of proxy will not preclude you from attending and voting in person at the 2025 AGM if you so wish.
- References to time and dates in this form of proxy are to Hong Kong time 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 AGM of the Company (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 for use in connection with the Purposes 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. Request for access to and correction of the relevant personal data can be made in accordance with the provisions of the Personal Data (Privacy) Ordinance and any such request should be in writing by mail to the Computershare Hong Kong Investor Services Limited at the above address or by email to [email protected].