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Embry Holdings Limited — Proxy Solicitation & Information Statement 2026
Apr 23, 2026
49892_rns_2026-04-23_341f5d9a-479a-4106-a779-193a52c9364f.pdf
Proxy Solicitation & Information Statement
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Embry Form
EMBRY HOLDINGS LIMITED
安莉芳控股有限公司
(incorporated in the Cayman Islands with limited liability)
(Stock Code: 1388)
FORM OF PROXY FOR USE BY SHAREHOLDERS AT THE ANNUAL GENERAL MEETING TO BE HELD AT JADE ROOM, 6/F., MARCO POLO HONGKONG HOTEL, 3 CANTON ROAD, HARBOUR CITY, TSIMSHATSUI, KOWLOON, HONG KONG AT 11:30 A.M. ON THURSDAY, 28 MAY 2026
I/We (note a)
of
being the registered holder(s) of (note b) _______ shares of HK$0.01 each of EMBRY HOLDINGS LIMITED
(the "Company"), HEREBY APPOINT THE CHAIRMAN OF THE MEETING or
of
to act as my/our proxy (note c) at the annual general meeting ("Meeting") of the Company to be held at Jade Room, 6/F., Marco Polo Hongkong Hotel, 3 Canton Road, Harbour City, Tsimshatsui, Kowloon, Hong Kong at 11:30 a.m. on Thursday, 28 May 2026 and at any adjournment thereof for the purpose of considering and, if thought fit, vote for me/us and in my/our name(s) in respect of the resolutions as hereunder indicated (note d), and, if no such indication is given, as my/our proxy thinks fit. Capitalised terms used herein shall have the same meanings as those defined in the circular of the Company dated 24 April 2026 to the shareholders of the Company unless otherwise defined.
| ORDINARY RESOLUTIONS | FOR | AGAINST | |
|---|---|---|---|
| 1 | To consider and receive the audited Consolidated Financial Statements and the Reports of the Directors and Auditor of the Company for the year ended 31 December 2025. | ||
| 2 | To re-elect Ms. Cheng Pik Ho Liza as Director. | ||
| 3 | To re-elect Mr. Cheng Chuen Chuen as Director. | ||
| 4 | To re-elect Mr. Lee Kwan Hung as Director. | ||
| 5 | To authorise the Board to fix the Directors' remuneration. | ||
| 6 | To re-appoint Ernst & Young as auditor of the Company and to authorise the Board to fix their remuneration. | ||
| 7 | To give a general mandate to the Directors to allot, issue or otherwise deal with the Shares (including any sale or transfer of treasury Shares held under the name of the Company) not exceeding 20% of the total number of issued Shares (excluding treasury Shares) as at the date of passing of this resolution. | ||
| 8 | To give a general mandate to the Directors to purchase Shares not exceeding 10% of the total number of issued Shares (excluding treasury Shares) as at the date of passing of this resolution. | ||
| 9 | Conditional upon the passing of resolutions nos. 7 and 8, to add the number of Shares repurchased by the Company to the mandate granted to the Directors under resolution numbered 7. |
Dated the __ day of __ 2026
Shareholder's signature: _____ (notes e, f, g, h and i)
Notes:
(a) Full name(s) and address(es) as shown in the register of members of the Company are to be inserted in BLOCK CAPITALS. The names of all joint registered holders should be stated.
(b) 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).
(c) Please insert the name and address of proxy. If no name is inserted, the Chairman of the Meeting will act as your proxy. A member entitled to attend and vote at the Meeting convened by the above notice is entitled to appoint one or more than one proxy to attend and, subject to the provisions of the articles of association of the Company, vote in his/her stead. A proxy need not be a member of the Company but must attend the meeting in person to represent you.
(d) IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, TICK (✓) IN THE RELEVANT BOX BELOW THE BOX MARKED "FOR". IF YOU WISH TO VOTE AGAINST A RESOLUTION, TICK (✓) IN THE RELEVANT BOX BELOW THE BOX MARKED "AGAINST". If the form returned is duly signed but without specific direction on the proposed resolutions, the proxy will vote or abstain at his/her discretion in respect of such resolutions. A proxy will also be entitled to vote at his/her discretion on any resolutions properly put to the Meeting other than those set out in the notice convening the Meeting.
(e) In the case of a joint holding, this form of proxy may be signed by any joint holder, but if more than one joint holder is present at the Meeting, whether in person or by proxy, that one of the joint holders whose name stands first on the register of members in respect of the relevant joint holding shall, alone and to the exclusion of the other joint registered holders, be entitled to vote in respect thereof.
(f) The form of proxy must be signed by a shareholder, or his/her attorney duly authorised in writing, or if the shareholder is a corporation, either under seal or under the hand of its legal representative or director(s) or attorney duly authorised.
(g) To be valid, this form of proxy together with any power of attorney or other relevant document of authorisation, if any, under which it is signed or a notarially certified copy of that power or authority must be deposited at the office of the Company's Hong Kong branch share registrar, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than 48 hours before the time of the Meeting (i.e. not later than 11:30 a.m. on Tuesday, 26 May 2026 (Hong Kong time)) or any adjournment thereof.
(h) Any alterations made to this form should be initialled by the person who signed the form.
(i) Completion and return of this form will not preclude you from attending and voting in person at the Meeting or any adjournment thereof if you so wish. If you attend and vote at the Meeting, the authority of your proxy will be revoked.
(j) The description of these resolutions is by way of summary only. The full text appears in the notice of the Meeting dated 24 April 2026.
PERSONAL INFORMATION COLLECTION STATEMENT
Your supply of your and your proxy's (or proxies') name(s) and address(es) is on a voluntary basis for the purpose of processing your request for the appointment of a proxy (or proxies) and your voting instructions for the Annual General Meeting of the Company (the "Purposes"). We may transfer your and your proxy's (or proxies') name(s) and address(es) to our agent, contractor, or third party service provider who provides administrative, computer and other services to us and to such parties who are authorised by law to request the information or are otherwise relevant for the Purposes and need to receive the information. Your and your proxy's (or proxies') name(s) and address(es) will be retained for such period as may be necessary to fulfil the Purposes. You/your proxy (or proxies) has/have the right to request access to and/or correction of the relevant personal data in accordance with the provisions of the Personal Data (Privacy) Ordinance and any such request should be made in writing to Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong.