Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

Easy Smart Group Holdings Limited Proxy Solicitation & Information Statement 2025

Oct 10, 2025

50600_rns_2025-10-10_a45e2ec6-3de5-4be3-b5a3-d92bbbe65784.pdf

Proxy Solicitation & Information Statement

Open in viewer

Opens in your device viewer

Easy Smart Group Holdings Limited

怡俊集團控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2442)

FORM OF PROXY FOR THE ANNUAL GENERAL MEETING (OR AT ANY ADJOURNMENT THEREOF)

I/We(1),

of

being the registered holder(s) of(2) share(s) (the "Shares") of a par value of HK$0.01 each in the share capital of

Easy Smart Group 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 annual general meeting of the Company to be held at Conference Room 1&2, NF, Henley Building, 5 Queen's Road Central, Central, Hong Kong on Monday, 3 November 2025 at 10:30 a.m. (and at any adjournment thereof) (the "Meeting") for the purpose of considering and, if thought fit, passing the resolutions as set out in the notice convening the Meeting and at the Meeting (and at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of such resolutions 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 matter properly put to the Meeting in such manner as he/she thinks fit.

ORDINARY RESOLUTIONS(4) FOR(5) AGAINST(5)
1. To receive, consider and adopt the audited consolidated financial statements and report of the directors and the independent auditor of the Company and its subsidiaries for the year ended 30 June 2025
2. To re-appoint SHINEWING (HK) CPA LIMITED as the auditor of the Company and to authorise the board of directors of the Company to fix their remuneration
3. (a) To re-elect Mr. Ng Wing Woon Dave (吳榮傳) as an executive director of the Company
(b) To re-elect Mr. Ng Wing Shing (吳榮盛) as an executive director of the Company
(c) To re-elect Prof. Pong Kam Keung (廠錦強) as an independent non-executive director of the Company
(d) To re-elect Ms. Cheng Shing Yan (鄭承欣) as an independent non-executive director of the Company
(e) To re-elect Mr. Lo Chi Wang (羅智弘) as an independent non-executive director of the Company
(f) To re-elect Mr. Wang Jun (王翠) as an executive director of the Company
4. To authorise the board of directors of the Company to fix the remuneration of the directors of the Company
5. To grant a general and unconditional mandate to the directors of the Company to allot, issue and deal with additional Shares of the Company for a total number of not exceeding 20% of the total number of issued Shares of the Company as at the date of passing this resolution
6. To grant a general and unconditional mandate to the directors of the Company to repurchase Shares of the Company for a total number of not exceeding 10% of the total number of the issued Shares of the Company as at the date of passing this resolution
7. To extend the general and unconditional mandate granted to the directors of the Company under resolution numbered 5 above by a number representing the number of the issued shares of the Company repurchased by the Company pursuant to general mandate under resolution numbered 6 above (up to a maximum number equivalent to 10% of the number of the issued Shares of the Company as at the date of the passing the said resolution numbered 6)
8. To declare and pay to the Shareholders a final dividend of HK$0.05 per ordinary share of the Company for the year ended 30 June 2025 (the "Final Dividend") and authorise any Director to take such action, do such things and execute such further documents as the Director may at his/her absolute discretion consider necessary or desirable for the purpose of or in connection with the implementation of the payment of the Final Dividend.
SPECIAL RESOLUTION FOR(5) AGAINST(5)
9. "THAT subject to and conditional upon the necessary approval of the Registrar of Companies in the Cayman Islands being obtained, the English name of the Company be changed from "Easy Smart Group Holdings Limited" to "Bio Vista Harbour Holdings Group Limited" and "生命未來進控股集團有限公司" be adopted as the dual foreign name of the Company or Chinese in place of its existing dual foreign name of "怡俊集團控股有限公司" (the "Proposed Change of Company Name"), and that any one or more of the directors or the secretary of the Company be and is/are hereby authorised to do all such acts and things and execute all such documents as he/she/they may consider necessary, desirable or expedient for the purpose of or in connection with, the implementation of and giving effect to the Proposed Change of Company Name and to attend to any necessary registration and/or filing for and on behalf of the Company."

Dated this date: __ of __ 2025

Signature(s)(6):

Notes:

  1. Full name(s) and address(es) to 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 form relates. If no number is inserted, this proxy form 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. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE MEETING WILL ACT AS PROXY.
  4. The description of these resolutions is by way of summary only. The full text appears in the notice of the Meeting of the Company.
  5. 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.
  6. This proxy form 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, attorney or other person duly authorised to sign the same.
  7. Any member of the Company entitled to attend and vote at the Meeting shall be entitled to appoint another person as his/her proxy to attend and vote instead of him/her. A member who is the holder of two or more Shares may appoint more than one proxy to attend and vote on his behalf at the Meeting provided that if more than one proxy is so appointed, the appointment shall specify the number of Shares in respect of which each such proxy is so appointed. A proxy need not be a member of the Company. On a poll, votes may be given either personally or by proxy.
  8. To be valid, the form of proxy and (if required by the board of directors) the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power or authority, shall be delivered to the Company's Hong Kong branch share registrar and transfer office, Boardroom Share Registrars (HK) Limited, at 2103B, 21/F., 148 Electric Road, North Point, Hong Kong not less than 48 hours before the time appointed for holding the Meeting or any adjournment thereof.
  9. No instrument appointing a proxy shall be valid after expiration of 12 months from the date named in it as the date of its execution, except at an adjourned meeting or on a poll demanded at the Meeting or any adjournment thereof in cases where the Meeting was originally held within 12 months from such date.
  10. Where there are joint registered holders of any shares, 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 was 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, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose, seniority shall be determined by the order in which the names stand in the Register of Members of the Company in respect of the joint holding.
  11. Completion and delivery of this form of proxy shall not preclude a member from attending and voting in person at the Meeting if the member so wish and in such event, the instrument appointing a proxy should be deemed to be revoked.
  12. The notice of the Meeting is set out in the Company's circular dated 10 October 2025.
  13. Members of the Company or their proxies shall produce documents of their proof of identity when attending the Meeting.

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) Your supply of the Personal Data to the Company is on a voluntary basis and is used for processing your instructions and/or requests as stated in this form of proxy.
(iii) Your Personal Data will not be transferred to other third parties (other than the Share Registrar and Hong Kong branch share registrar and transfer office of the Company) unless it is a requirement to do so 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 have the right to request access to and/or correction of your Personal Data in accordance with the provisions of PDPO. Any such request should be in writing addressed to the Personal Data Privacy Officer of Boardroom Share Registrars (HK) Limited, 2103B, 21/F., 148 Electric Road, North Point, Hong Kong.