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Dowway Holdings Limited Proxy Solicitation & Information Statement 2026

Jan 30, 2026

51426_rns_2026-01-30_2638e0e9-eea4-4705-89ef-11998075d5a1.pdf

Proxy Solicitation & Information Statement

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DOWWAY
Dedicate Our Wonderful Way, Assure You

Dowway Holdings Limited

天平道合控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8403)

FORM OF PROXY FOR USE AT EXTRAORDINARY GENERAL MEETING TO BE HELD ON 27 FEBRUARY 2026

I/We (Note 1)

of (Note 1)

being the holder(s) of (Note 2) _______ shares of US$0.002 each in the capital of Dowway Holdings Limited

(the "Company") hereby appoint (Note 3)

of (Note 3)

or failing him/her, the chairman of the extraordinary general meeting (the "EGM") as my/our proxy to attend and vote for me/us and on my/our behalf at the EGM to be held at Conference Room, 5th Floor, Room 501, Run Cheng Centre, No. 12 Dongdaqiao Road, Chaoyang District, Beijing 100020, PRC on Friday, 27 February 2026 at 10:00 a.m., for the purpose of considering and, if thought fit, passing with or without modification, the resolution as set out in the notice of the EGM dated 2 February 2026 (the "Notice") and to vote on my/our behalf as hereunder indicated or, if no such indication is given, as my/our proxy thinks fit. My/our proxy will also be entitled to vote on any matters properly put to the EGM in such manner as he/she thinks fit.

Special Resolution (Note 10) For (Note 4) Against (Note 4)
To approve the Proposed Change of Company Name.

Dated this __ day of __ 2026

Signature(s) (Notes 5 & 6)

Notes:

  1. Full name(s) and address(es) shall be inserted in BLOCK CAPITALS. The name of all joint holders 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 shares in the capital of the Company registered in your name(s).
  3. Full name(s) and address(es) shall be inserted in BLOCK CAPITALS. If not completed, the chairman of the EGM will act as your proxy.
  4. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, PLEASE TICK THE BOX MARKED "For". IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, PLEASE TICK THE BOX MARKED "Against". Failure to tick a box will entitle your proxy to cast your vote at his/her discretion. 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. If the appointor is a corporation, this form must be under common seal or under the hand of an officer, attorney, or other person duly authorized on that behalf.
  6. In the case of joint holders, the signature of any one holder will be sufficient but the names of all the joint holders should be stated. Where there are joint holders of any share of the Company, any one of such joint holders may vote at the meeting, either in person or by proxy, in respect of such share as if he/she were solely entitled thereto, but if more than one of such joint holders be present at the meeting, 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 holders, and for this purpose seniority shall be determined as that one of the said persons so present whose name stands first on the register of shareholders in respect of such share shall alone be entitled to vote in respect thereof.
  7. To be valid, this form of proxy must be completed, signed and deposited at the Company's Hong Kong branch share registrar, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, together with the power of attorney or other authority (if any) under which it is signed (or a notarially certified copy thereof), or via the designated URL (https://evoting.vistra.com) by using the username and password provided on the notification letter sent by the Company on 2 February 2026 not less than 48 hours before the time for holding the EGM (i.e. before 10:00 a.m. on Wednesday, 25 February 2026). The completion and return of the form of proxy shall not preclude Shareholders from attending and voting in person at the above meeting if they so wish.
  8. A proxy need not be a shareholder of the Company.
  9. Any alteration made to this form of proxy must be initialled by the person who signs it.
  10. The full text of the resolution appears in the Notice.

PERSONAL INFORMATION COLLECTION STATEMENT

(i) "Personal Data" in these statements has the same meaning as "personal data" in the Personal Data (Privacy) Ordinance, Chapter 486 of the Laws of Hong Kong (the "PDPO").
(ii) The supply of your Personal Data to the Company is on a voluntary basis and such data will be used for processing your instructions as stated in this form of proxy.
(iii) Your Personal Data will not be transferred to any third parties (other than the share registrars of the Company) unless it is a requirement to so do by law, for example, in response to a court order or a law enforcement agency's request and will be retained for such period as may be necessary for our verification and record purposes.
(iv) You and your appointed proxy have the right to request access to and/or to correct the respective Personal Data in accordance with the provisions of the PDPO. Any such request should be in writing addressed to the Personal Data Privacy Officer of Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong.