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Elife Holdings Limited Proxy Solicitation & Information Statement 2025

Apr 3, 2025

49047_rns_2025-04-02_809cb2d9-e7e0-4834-9fb7-25b12782fe3b.pdf

Proxy Solicitation & Information Statement

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易生活控股有限公司

Elife Holdings Limited

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 223)

FORM OF PROXY FOR EXTRAORDINARY GENERAL MEETING

TO BE HELD ON 25 APRIL 2025

I/We (Note 1)

of

being the registered holder(s) of (Note 2)

ordinary shares of HK$0.1 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 extraordinary general meeting (the "EGM") (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 Friday, 25 April 2025 at 11:00 a.m. in respect of the resolutions set out in the notice of EGM 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. (a) To grant a general mandate to the directors of the Company (the “Directors”) to allot and issue shares of the Company up to 20% of the existing issued share capital of the Company at the date of passing this resolution (excluding Treasury Shares, if any).
(b) To grant a general mandate to the Directors to repurchase shares of the Company up to 10% of the existing issued share capital of the Company at the date of passing this resolution (excluding Treasury Shares, if any).
(c) To extend the general mandate granted to the Directors to issue shares of the Company under resolution 1(a) by including the amount of the shares repurchased by the Company under resolution 1(b).
2. To authorise the Board to fix the Directors’ remuneration.
3. That Ms. Qin Jiali be removed as a Director with immediate effect.
4. That Mr. Zhao Zhenzhong be removed as a Director with immediate effect.
5. That Mr. Guo Wei be removed as a Director with immediate effect.
  • The full text of the proposed resolutions is set out in the notice of EGM dated 2 April 2025.

Signature (Note 5): _________

Date this __ day of __ 2025

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 EGM 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 EGM other than those referred to in the notice convening the EGM.
  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 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than 48 hours before the time fixed for holding the EGM (or any adjournment thereof).
  8. A proxy need not be a member of the Company but must attend the EGM 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 EGM or any adjournment thereof if you so wish.