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Edianyun Ltd. — Proxy Solicitation & Information Statement 2024
Jan 9, 2024
50583_rns_2024-01-09_845bddb3-ef17-4b89-8315-cdbabc33a821.pdf
Proxy Solicitation & Information Statement
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Edianyun Limited 易點雲有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 2416)
FORM OF PROXY FOR USE AT EXTRAORDINARY GENERAL MEETING TO BE HELD ON 26 JANUARY 2024
I/We [(Note][1)]
of
share(s) [[(Note]][2)] of US$0.00005 each in the capital of
being the registered holder(s) of share(s) [[(Note]] of US$0.00005 each in the capital of Edianyun Limited (the “ Company ”) HEREBY APPOINT THE CHAIRMAN OF THE EXTRAORDINARY GENERAL MEETING , or [(Note][3)]
of
as my/our proxy(ies) to attend and vote for me/us and on my/our behalf at the extraordinary general meeting of the Company (the “ Meeting ”) to be held at Edianyun Building, No. 41 Xixiaokou Road, Haidian District, Beijing, PRC on 26 January 2024 at 10:00 a.m. (and any adjournment thereof) for the purposes of considering and, if thought fit, passing the resolutions as set out in the notice of the Meeting (the “ Notice ”) and at the 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][4)] . Capitalised terms defined in the circular of the Company dated 9 January 2024 shall have the same meanings when used in this form of proxy unless otherwise specified.
| Ordinary Resolutions(Note 5) | For(Note 4) | Against(Note 4) | ||||
|---|---|---|---|---|---|---|
| 1. | To adopt the 2023 Share Scheme with the Scheme Mandate Limit. | |||||
| 2. | To approve the grant of 14,400,000 share options to Dr. Ji Pengcheng to subscribe for | |||||
| 14,400,000 shares at an exercise price of HK$5.606 per share under the 2023 Share Scheme. | ||||||
| 3. | To approve the grant of 9,600,000 share options to Mr. Zhang Bin to subscribe for | |||||
| 9,600,000 shares at an exercise price of HK$5.606 per share under the | 2023 Share Scheme. | |||||
| 4. | To approve the grant of 2,400,000 Share Options to subscribe for 2,400,000 shares at an | |||||
| exercise price of HK$5.606 per share and 207,458 Share Awards to subscribe for 207,458 | ||||||
| shares to Mr. Xiang Zheng under the 2023 Share Scheme. | ||||||
| 5. | To approve the grant of 2,400,000 Share Options to subscribe for 2,400,000 shares at an | |||||
| exercise price of HK$5.606 per share and 320,429 Share Awards to subscribe for 320,429 | ||||||
| shares to Mr. Xiang Wang under the 2023 Share Scheme. | ||||||
| 6. | To approve the remuneration of the Auditor. |
Dated this day of 2024 Signature(s) [(Note][6)] :
Notes:
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Full name(s) and address(es) to be inserted in BLOCK CAPITALS .
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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 capital of the Company registered in your name(s).
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If MEETING, any proxy or other” andthaninsertthetheChairmanname andof addressthe Meetingof theisproxypreferred,desiredstrikein theoutspacethe wordsprovided.“ THEANYCHAIRMANALTERATIONOF THEMADEEXTRAORDINARYTO THIS FORM OFGENERALPROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT .
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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 tick 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.
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The description of the resolutions in this form is by way of summary only. Please refer to the Notice for the full text of the resolutions.
- 6 This form of proxy must be signed by you or your attorney duly authorized in writing or, in the case of a corporation, must be either executed under its seal or under the hand of an officer, attorney or other person duly authorized to sign the same.
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Any shareholder entitled to attend and vote at the Meeting is entitled to appoint one or more proxies to attend and vote in his/her stead. A proxy need not be a shareholder of the Company.
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To be valid, this form of proxy together with the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy thereof, shall be lodged at the Company’s Hong Kong branch share registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time for holding the Meeting or any adjournment thereof.
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In the case of joint holders of any shares, any one of such joint holders may vote at the above Meeting, either personally or by proxy, in respect of such shares as if he were solely entitled thereto. However, if more than one of such joint holders is present at the Meeting, either personally or by proxy, the vote of the joint holder whose name stands first in the Register of Members and 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).
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On a poll, every shareholder present in person or by proxy shall be entitled to one vote for each share registered in his/her name. The result of such poll shall be deemed to be the resolution of the Meeting at which the poll was so taken.
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Completion and delivery of this form of proxy will not preclude you from attending and voting at the Meeting if you so wish. In such event, the instrument appointing a proxy shall be deemed to be revoked.