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China SCE Group Holdings Limited — Proxy Solicitation & Information Statement 2021
Apr 11, 2021
50305_rns_2021-04-11_64fd3c80-d7e6-4f1f-b856-ff6dc74025f0.pdf
Proxy Solicitation & Information Statement
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PROXY FORM
Form of proxy for use by shareholders at the annual general meeting to be held at R2, United Conference Centre, 10/F, United Centre, 95 Queensway, Admiralty, Hong Kong on Friday, 11 June 2021 at 4:00 p.m. (or any adjournment thereof)
I/We[(note][a)]
of
being the holder(s) of
(note b)
shares (the ‘‘Shares’’) of HK$0.10 each in China SCE Group Holdings Limited (the ‘‘Company’’) hereby appoint the chairman of the annual general meeting (the ‘‘Meeting’’) of the Company or of to act as my/our proxy[(note][c)] at the Meeting to be held at R2, United Conference Centre, 10/F, United Centre, 95 Queensway, Admiralty, Hong Kong on Friday, 11 June 2021 at 4:00 p.m. and at any adjournment thereof and to vote on my/our behalf as directed below.
Please make a mark in the appropriate boxes to indicate how you wish your vote(s) to be cast on a poll.
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----- Start of picture text ----- ORDINARY RESOLUTIONS FOR [(note] [d)] AGAINST [(note] [d)]1. To receive and approve the audited consolidated financial statements of the Company and itssubsidiaries and the reports of the directors and auditors of the Company for the year ended 31December 20202. To declare a final dividend for the year ended 31 December 20203. (a) To re-elect Mr. Chen Yuanlai as an executive director of the Company(b) To re-elect Mr. Huang Youquan as an executive director of the Company(c) To re-elect Mr. Ting Leung Huel Stephen, who has served as an independent non-executive director of the Company for more than 9 years, as an independent non-executive director of the Company(d) To authorise the board of directors of the Company to fix the remuneration of thedirectors of the Company4. To re-appoint Ernst & Young as the auditors of the Company for the year ending 31 December2021 and to authorise the board of directors of the Company to fix their remuneration5. To grant a general and unconditional mandate to the directors of the Company to allot, issue orotherwise deal with the unissued shares in the capital of the Company not exceeding 20% of thetotal number of issued shares of the Company as at the date of passing of this resolution6. To grant a general mandate to the directors of the Company to purchase the Company’s sharesup to 10% of the total number of issued shares of the Company as at the date of passing of thisresolution7. To add the number of shares repurchased by the Company to the general mandate granted to thedirectors of the Company under resolution no. 5Dated this day of 2021.----- End of picture text -----
Shareholder’s signature (note f)
Notes:
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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. (theA proxy‘‘Meetingneed ’’not) ofbethea memberCompanyoforthe’’ andCompany.insert theIf younamewishand toaddressappointof somethe personpersonappointedother thanin thethe chairmanspace provided.of the MeetingA memberas ofyourtheproxy,Companypleaseentitleddeletetotheattendwordsand‘‘thevotechairmanat the Meetingof the isannualentitledgeneralto appointmeetingin written form one or, if he is the holder of two or more Shares, more proxies to attend and vote instead of him.
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d. If you wish to vote for any of the resolutions set out above, please tick (‘‘P’’) the boxes marked ‘‘For’’. If you wish to vote against any of the resolutions, please tick (‘‘P’’) the boxes marked ‘‘Against’’. If the form returned is duly signed but without specific direction on any of the proposed resolutions, the proxy will vote or abstain at his discretion in respect of all resolutions; or if in respect of a particular proposed resolution there is no specific direction, the proxy will, in relation to that particular proposed resolution, vote or abstain at his discretion.
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e. In the case of joint holders of a Share, any one of such joint holders may vote, either in person or by proxy, in respect of such a Share as if he/she/it 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 in the register in respect of such a share shall alone be entitled to vote in respect thereof.
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f. 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.
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g. ToKongbe sharevalid,registrarthis formofoftheproxyCompany,togetherComputersharewith any powerHongof attorneyKong Investoror otherServicesauthorityLimited(if any)at 17MunderFloor,whichHopewellit is signedCentre,or a 183notariallyQueencertified’s Road East,copy Wanchai,of such powerHongorKong,authoritynot lessmustthanbe 48depositedhours beforewith thetheHongtime appointed for the holding of the Meeting (i.e. by 4:00 p.m. on Wednesday, 9 June 2021 (Hong Kong time)) or any adjournment thereof.
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h. For the purpose of determining members who are qualified for attending the Meeting, the register of members of the Company will be closed from Tuesday, 8 June 2021 to Friday, 11 June 2021 (both days inclusive),Hong Kongduringshare whichregistrarnooftransferthe Company,of the SharesComputersharewill be effected.Hong KongIn orderInvestorto qualifyServicesfor attendingLimited attheShopsMeeting,1712–all1716,transfers17/F, documentsHopewell Centre,accompanied183 Queenby the’s RoadrelevantEast,shareWanchai,certificatesHongmustKong,be bylodgedno laterwiththanthe 4:30 p.m. on Monday, 7 June 2021.
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i. For the purpose of determining members who are qualified for the proposed final dividend, conditional on the passing of resolution no. 2 set out in the notice of the Meeting, the register of members of the Company will be closed from Tuesday, 29 June 2021 to Wednesday, 30 June 2021 (both days inclusive), during which no transfer of the Shares will be effected. In order to qualify for the proposed final dividend,Shops 1712all–1716,transfers17/F,documentsHopewellaccompaniedCentre, 183 Queenby the’s relevantRoad East,shareWanchai,certificatesHongmustKong,be bylodgedno laterwiththanthe4:30Hongp.m.Kongon shareMonday,registrar28 Juneof 2021.the Company, Computershare Hong Kong Investor Services Limited at
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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.
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k. Any alteration made to this form should be initialled by the person who signs the form.
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l. All times and dates specified herein refer to Hong Kong local times and dates.