Directel Holdings Limited — Proxy Solicitation & Information Statement 2020

Dec 31, 2020

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DIRECTEL HOLDINGS LIMITED 直通電訊控股有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock code: 8337)

FORM OF PROXY FOR THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON 18 JANUARY 2021 (OR ANY ADJOURNMENT THEREOF)

I/We[1]

of being the registered holder(s) of[2] shares (the “ Share(s) ”) of HK$0.01 each in the capital of Directel Holdings Limited (the “ Company ”), HEREBY APPOINT THE CHAIRMAN OF THE MEETING[3] , or

of

as my/our proxy to attend and act for me/us and on my/our behalf at the extraordinary general meeting (the “ Meeting ”) of the Company to be held at Office Nos. 1, 2, 14 and 15, 37th Floor, Hong Kong Plaza, No. 188 Connaught Road West, Hong Kong on Monday, 18 January 2021 at 2:30 p.m. (or at any adjournment thereof) for the purpose of considering and, if thought fit, passing the resolution as set out in the notice convening the Meeting and at the Meeting (or at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of such resolution as hereunder indicated, and, if no such indication is given, as my/our proxy thinks fit. My/our proxy will also be entitled to vote on any matter properly put to the Meeting in such manner as he thinks fit.

				ORDINARY RESOLUTION		FOR4	AGAINST4	AGAINST4
1.	To approve:
	“THAT subject to the fulfilment of all the conditions (the “Conditions”) set out in the section headed
	“Conditions of the Share Consolidation” in the circular of the Company dated 31 December 2020 (the
	“Circular”), a copy of which has been tabled at the Meeting marked “A” and initialled by the chairman
	of the	Meeting for the purpose of identification, with effect from the second business day immediately
	following the date on which this resolution is passed or the Conditions are fulfilled (whichever is the
	later):
	(a)	every twenty (20) issued and unissued ordinary shares of HK$0.01 each in the share capital of
		the Company be consolidated into one (1) consolidated share of HK$0.20 each in the share capital
		of the Company (each a		“Consolidated Share”) (the “Share Consolidation”), such Consolidated
		Share(s) shall rank pari		passu in all respects with each other and have the rights and privileges
		and be subject to	the restrictions in respect of the ordinary shares contained in the memorandum
		and articles of association of the Company;
	(b)	all fractional Consolidated Shares resulting from the Share Consolidation will be disregarded and
		not be issued to the shareholders of the Company but all such fractional Consolidated Shares will
		be aggregated and, if possible, sold for the benefit of the Company in such manner and on such
		terms as the directors of the Company (the “Directors”) may think fit; and
	(c)	the Directors be and are hereby authorised to do all such acts, deeds and things, to sign, execute
		and deliver any documents including under common seal of the Company or otherwise,				and to
		effect all necessary actions as they may consider necessary or desirable in order to				effect,
		implement and complete any and all of the foregoing in respect of the Share Consolidation.”

Signature[5]

Date

Notes:

1. Full name(s) and address(es) must be inserted in BLOCK CAPITALS . The names of all joint registered holders should be stated.

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

3. If any proxy other than the Chairman of the Meeting is preferred, strike out “the Chairman of the Meeting” 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.

4. IMPORTANT: If you wish to vote for a resolution, tick in the box marked “For”. If you wish to vote against a resolution, tick in the box marked “Against”. If no direction is given, your proxy may vote or abstain as he/she thinks fit. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the Meeting other than those referred to in the notice convening the Meeting.

5. 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 under its common seal or under the hand of an officer, attorney or other person duly authorised to sign the same.

6. In order to be valid, this form of proxy together with the notarially certified power of attorney (if any) or other authority (if any) under which it is signed, must be lodged with the branch share registrar of the Company, Tricor Investor Services Limited, Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for holding of the Meeting or the adjourned Meeting.

7. In the case of joint registered holders of any Shares, any one of such persons may vote at the Meeting, either personally or by proxy, in respect of such Shares as if he/she was solely entitled thereto; but if more than one of such joint registered holders be present at the Meeting, either personally or by proxy, that one of the said persons so present whose name stands first on the register of members in respect of such Shares shall be accepted to the exclusion of the votes of the other joint registered holders.

8. The proxy need not be a member of the Company but must attend the Meeting in person to represent you.

9. Completion and return of this form will not preclude you from attending and voting at the Meeting if you so wish. If you attend and vote at the Meeting, the authority of your proxy will be revoked.

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 Meeting 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 authorized 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 and any such request should be in writing by mail to the Company/Tricor Investor Services Limited at the above address.