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Cirtek Holdings Limited Proxy Solicitation & Information Statement 2025

Apr 25, 2025

49923_rns_2025-04-25_4d77d547-7ab0-48e1-8d83-6daaa7990131.pdf

Proxy Solicitation & Information Statement

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CIRTEK HOLDINGS LIMITED

常逢控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1433)

Form of proxy for use at the annual general meeting to be held on Friday, 20 June 2025 (or any adjournment thereof)

I/We (Note 1)

of

being the registered holder(s) of (Note 2) shares of HK$0.01 each in the share capital of Cirtek Holdings Limited (the "Company") HEREBY APPOINT (Note 3)

of

or failing him, the chairman of the AGM (as defined below) as my/our proxy, to attend and vote for me/us and on my/our behalf at the annual general meeting of the Company (the "AGM") to be held at 24/F, Admiralty Centre I, 18 Harcourt Road, Hong Kong on Friday, 20 June 2025 at 2:00 p.m. (or any adjourned meeting) for the purpose of considering and, if thought fit, passing the resolutions set out in the notice convening such meeting and at such meeting (or any adjourned meeting) to vote for me/us in my/our name(s) in respect of the said resolutions as hereunder indicated or, if no such indication is given, as my/our proxy thinks fit.

ORDINARY RESOLUTIONS FOR (Note 4) AGAINST (Note 4)
1 To receive, consider and adopt the audited consolidated financial statements, the report of the directors and the independent auditor's report of the Company for the year ended 31 December 2024.
2 To re-elect Mr. Chan Sing Ming Barry as an executive director of the Company.
3 To re-elect Ms. Luk Mei Yan as an independent non-executive director of the Company.
4 To authorise the board of directors of the Company to fix the respective directors' remuneration.
5 To declare a final dividend of HK0.0075 per ordinary share for the year ended 31 December 2024.
6 To re-appoint Ernst & Young as the auditor of the Company and to authorise the board of directors of the Company to fix their remuneration for the year ending 31 December 2025.
7 To grant a general and unconditional mandate to the directors of the Company to allot, issue and deal with additional shares not exceeding 20% of the total number of the issued shares of the Company (excluding any treasury shares) as at the date of the passing of this resolution.
8 To grant a general and unconditional mandate to the directors of the Company to repurchase the shares not exceeding 10% of the total number of the issued shares of the Company (excluding any treasury shares) as at the date of the passing of this resolution.
9 To extend the general and unconditional mandate granted to the directors of the Company under resolution no. 8 above by an amount representing the number of the issued shares of the Company repurchased by the Company pursuant to the general mandate under resolution no. 9 above (up to a maximum number equivalent to 10% of the number of the issued shares of the Company (excluding any treasury shares) as at the date of the passing of the said resolution no. 9).

Dated: this __ day of __ 2025

Signed (Note 5): _______

Notes:

  1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS. The names of all joint registered holder should be stated.
  2. Please insert the number of shares registered in your name(s) 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).
  3. Please insert the name and address of the proxy desired. The proxy need not be a member of the Company but must attend the meeting in person to represent you. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE MEETING WILL ACT AS YOUR PROXY. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.
  4. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, PUT A TICK ("√") IN THE BOX MARKED "FOR". IF YOU WISH TO VOTE AGAINST A RESOLUTION. PUT A TICK ("√") IN THE BOX MARKED "AGAINST". Failure to do so will entitle your proxy to cast your vote or abstain at his/her discretion. Your proxy will also be entitled to vote or abstain at his discretion on any amendment to the resolutions referred to in the notice convening the AGM which has been properly put to the AGM.
  5. This form of proxy shall be signed by you or your attorney duly authorised in writing or, in the case of a corporation, shall be signed either under its seal or under the hand of an officer or attorney duly authorised to sign the same.
  6. Where there are joint registered holders of any share, any one of such persons may vote at the AGM, either personally or by proxy, in respect of such shares as if he were solely entitled thereto; but if more than one of such joint holders be present at the AGM personally or by proxy, 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 alone be entitled to vote in respect thereof.
  7. To be valid, this form of proxy, and the power of attorney or other authority (if any) under which it is signed, or a certified copy of such power or authority shall be deposited at the Hong Kong branch share registrar of the Company, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, not less than 48 hours before the time appointed for holding the AGM (i.e. not later than 2:00 p.m. on Wednesday, 18 June 2025) or any adjourned meeting.
  8. Completion and return of this form of proxy will not preclude you from attending and voting in person at the AGM or any adjourned meeting if you so wish and in that event, the instrument appointing a proxy shall be deemed to be revoked.
  9. Shareholders of the Company or their proxies shall produce documents of their proof of identity when attending the AGM.

The description of the resolutions in this form is by way of summary only. Please refer to the notice of AGM dated 28 April 2025 for the full text of these resolutions.

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/or correction of the relevant personal data can be made in accordance with the provisions of the Personal Data (Privacy) Ordinance (Cap. 486, the Laws of Hong Kong) and any such request should be in writing by mail to the Company or Tricor Investor Services Limited at the above address.