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Computer And Technologies Holdings Limited Proxy Solicitation & Information Statement 2026

Apr 29, 2026

48900_rns_2026-04-29_e6298aa8-b96f-4410-9f4c-b36475301ad2.pdf

Proxy Solicitation & Information Statement

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computer

technologies

COMPUTER AND TECHNOLOGIES HOLDINGS LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 00046)

Form of proxy for use at the Annual General Meeting

Number of shares to which this proxy form relates (Note 1)

I/We (Note 2)

of

being the registered holder(s) of ___ shares (Note 3)

of HK$0.10 each in the share capital of the above-named Company, HEREBY APPOINT THE CHAIRMAN OF THE MEETING (Note 4)

or

of

as my/our proxy to vote and act for me/us at the Annual General Meeting (the "Meeting") and at any adjournment thereof of the said Company to be held at 18th Floor, Dah Sing Financial Tower, No. 36 Heung Yip Road, Wing Chuk Hang, Hong Kong on Wednesday, 17 June 2026 at 2:30 p.m. for the purposes of considering and, if thought fit, passing the Resolutions as set out in the Notice convening the said Meeting and at such Meeting (and at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of the Resolutions as indicated below (Note 5).

ORDINARY RESOLUTIONS FOR AGAINST
1. To receive and consider the audited financial statements and the reports of the directors and of the auditors for the year ended 31 December 2025.
2. (a) To re-elect Mr. Cheung Wai Lam as an executive director;
(b) To re-elect Mr. Ng Kwok Keung as an executive director;
(c) To re-elect Mr. Ting Leung Huel Stephen as an independent non-executive director; and
(d) To authorise the board to fix the directors' remuneration.
3. To re-appoint Messrs. Ernst & Young as auditors and to authorise the directors to fix their remuneration.
4. To give a general mandate to the directors to issue, allot and deal with additional shares not exceeding 20% of the total number of the existing issued shares of the Company.
5. To give a general mandate to the directors to purchase shares not exceeding 10% of the total number of the existing issued shares of the Company.
6. To extend the general mandate granted to the directors to issue shares by the number of shares repurchased.
7. To adopt the share award scheme and the rules governing the operation of the scheme.
8. To adopt the share option scheme and the rules governing the operation of the scheme.
SPECIAL RESOLUTION FOR AGAINST
9. To approve and adopt the Amended and Restated Bye-laws

Dated this __ day of __ 2026

Signed (Note 6): ___

Notes:

  1. If no number is inserted, this form of proxy will be deemed to be related to all the shares of the company registered in your names.
  2. Full name(s) and address(es) to be inserted in BLOCK CAPITALS.
  3. 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 Company registered in your name(s).
  4. If any proxy other than the Chairman is preferred, strike out "THE CHAIRMAN OF THE MEETING" here inserted and insert the name and address of the proxy desired in the space provided. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.
  5. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTIONS, TICK THE APPROPRIATE BOXES MARKED "FOR". IF YOU WISH TO VOTE AGAINST THE RESOLUTIONS, TICK THE APPROPRIATE BOXES MARKED "AGAINST". Failure to complete any or all the boxes will entitle your proxy to cast his votes at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the Meeting other than those referred to in the Notice convening the Meeting.
  6. This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must be either executed under its common seal or under the hand of an officer or attorney duly authorised.
  7. In the 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 the 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.
  8. To be valid, this form of proxy together with the power of attorney (if any) or other authority (if any) under which it is signed or a notarially certified copy thereof, must be deposited at the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited, at 17/F; Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than 48 hours before the time appointed for holding the Meeting or adjournment thereof.
  9. The proxy need not be a member of the Company but must attend the Meeting in person to represent you.
  10. Completion and delivery of the form of proxy will not preclude you from attending and voting at the Meeting if you so wish.