Elife Holdings Limited — Proxy Solicitation & Information Statement 2019

Aug 26, 2019

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(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 223)

FORM OF PROXY FOR ANNUAL GENERAL MEETING FOR THE YEAR ENDED 31 MARCH 2019 TO BE HELD ON 25 SEPTEMBER 2019

I/We [(Note 1)]

of

being the registered holder(s) of [(Note 2)] ordinary shares of HK$0.02 each in the capital of Elife Holdings Limited (the “ Company ”), HEREBY APPOINT [(Note 3)] the chairman of the meeting, or failing him of

as my/our proxy to attend, act and vote for me/us and on my/our behalf at the annual general meeting (the “ AGM ”) (or any adjournment thereof) of the Company to be held at Unit 806, Level 8, Core D, Cyberport 3, 100 Cyberport Road, Hong Kong, on Wednesday, 25 September 2019 at 11:00 a.m. in respect of the resolutions set out in the notice of AGM as indicated below, and if no such indication is given, as my/our proxy thinks fit.

	ORDINARY RESOLUTIONS	For(Note 4)	Against(Note 4)
1.	To consider and approve the audited consolidated financial statements andthe reports of the directors of the Company (the “Directors” and each a“Director”) and the auditor for the financial year ended 31 March 2019.
2.	(a) To re-elect Mr. Zhang Yichun as a non-executive Director.
	(b) To re-elect Ms. Xu Ying as a non-executive Director.
	(c) To re-elect Mr. Lam Williamson as an independent non-executiveDirector.
	(d) To re-elect Mr. Wong Hoi Kuen as an independent non-executiveDirector.
	(e) To authorise the Board to fix the Directors’ remuneration.
3.	To re-appoint HLB Hodgson Impey Cheng Limited as the Company’s auditorand authorise the Board to fix their remuneration for the year ending 31March 2020.
4.	(a) To grant a general mandate to the Directors to allot and issue shares ofthe Company not exceeding 20% of the existing issued share capital ofthe Company at the date of passing this resolution.
	(b) To grant a general mandate to the Directors to repurchase shares of theCompany not exceeding 10% of the existing issued share capital of theCompany at the date of passing this resolution.
	(c) To extend the general mandate granted to the Directors to issue sharesof the Company under resolution 4(a) by including the amount of theshares repurchased by the Company under resolution 4(b).

Signature [ (Note 5)] :

Date this day of 2019

Notes:

1. Full name(s) and address(es) (as shown in the register of members) to be inserted in BLOCK CAPITALS .

2. Please insert the number of ordinary shares of the Company 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 registered in your name(s)

3. If any proxy other than the chairman of the AGM is preferred, please delete the words “the chairman of the meeting, or” 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(S) WHO SIGNS IT.

4. IMPORTANT: IF YOU WISH TO VOTE FOR ABOVE RESOLUTION, TICK IN THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST THE ABOVE RESOLUTION, TICK IN THE BOX MARKED “AGAINST” . Failure to complete the box will entitle your proxy to cast his votes at his or her discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the AGM other than those referred to in the notice convening the AGM.

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 or attorney or other person duly authorised.

6. 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). For this purpose seniority will be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.

7. 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, must be deposited at the Company’s share registrar in Hong Kong, Tricor Tengis Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time fixed for holding the AGM (or any adjournment thereof).

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

9. Completion and return of this form of proxy will not preclude you from attending and voting in person at the AGM or any adjournment thereof if you so wish.