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First Service Holding Limited Proxy Solicitation & Information Statement 2023

May 30, 2023

50373_rns_2023-05-30_0138cfd5-fc8d-4c6a-b6a7-781a71ecdfed.pdf

Proxy Solicitation & Information Statement

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First Service Holding Limited 一 第 服 务 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2107)

FORM OF PROXY FOR THE EXTRAORDINARY GENERAL MEETING (OR ANY ADJOURNMENT THEREOF) TO BE HELD ON JUNE 20, 2023

I/We[(1)]

of

being the registered holder(s) of[(2)]

ordinary shares (the ‘‘Shares’’) of US$0.0000002 each in the capital of

First Service Holding Limited (the ‘‘Company’’), HEREBY APPOINT[(3)] the chairman of the meeting or

of

as my/our proxy to attend for me/us and on my/our behalf at the Extraordinary General Meeting (the ‘‘EGM’’) of the Company to be held at the 3rd Floor, Building 10, Wanguocheng MOMA, No. 1 Xiangheyuan Road, Dongzhimenwai, Dongcheng District, Beijing, the PRC at 3:30 p.m. on Tuesday, June 20, 2023 for the purpose of considering and, if thought fit, passing the resolution as set out in the notice convening the EGM dated May 31, 2023 (the ‘‘Notice of the EGM’’) and at the EGM (or at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of the said resolution as hereunder indicated, and if no such indication is given, as my/our proxy thinks fit. Unless otherwise indicated, capitalized terms used herein shall have the same meaning as those defined in the circular of the Company dated May 31, 2023.

ORDINARY RESOLUTION FOR[(4)] AGAINST[(4)]

defined in the circular of the Company dated May 31, 2023. defined in the circular of the Company dated May 31, 2023. defined in the circular of the Company dated May 31, 2023. defined in the circular of the Company dated May 31, 2023.
ORDINARY RESOLUTION FOR(4) AGAINST(4)
1. THAT
(a)
the Agreement (a copy of which has been produced to the EGM and marked ‘‘A’’ and
initialed by the chairman of the EGM for the purpose of identification) and the transaction
contemplated thereunder be and are hereby approved, confirmed and ratified;
(b)
the grant of specific mandate to the Directors to allot and issue the Consideration Shares
in accordance with the terms and conditions of the Agreement, conditional upon the Stock
Exchange granting the listing of, and permission to deal in, the Consideration Shares;
(c)
any one Director be and is hereby authorized to execute all such documents, instruments,
agreements and deeds and do all such acts, matters and things that are of administrative
nature only and ancillary to the transaction contemplated under the Agreement, as he/she
may in his or her absolute discretion consider necessary or desirable for the purpose of
and in connection with the implementation of the Agreement and the transaction
contemplated thereunder, including the allotment and issue of the Consideration Shares,
and to agree to such variations of the term and conditions of the Agreement and the
transaction contemplated thereunder that are of administrative nature only as he or she
may in his or her absolute discretion consider necessary or desirable;
(d)
the grant by the Company to the Vendors, and the performance of the obligation of the
Company upon the exercise by the Vendors of the Call Option be and are hereby
approved, confirmed and ratified;
(e)
the grant by the Vendors to the Company of the Put Option be and is hereby approved,
confirmed and ratified; and
(f)
the exercise of the Put Option pursuant to Rule 14.76(2) of the Listing Rules be and is
hereby approved, confirmed and ratified.
Dated
Notes:
1.
2.
day of
,2023
Signature(s)(5
Full names(s) and address(es) to be inserted should be in BLOCK CAPITALS. The names of all joint holde
Please insert the number of shares registered in your name(s). If no number is inserted, this form of proxy
Company registered in your name(s).
)
rs should be stated.
will be deemed to relate to all the shares in the shares of the
  1. A member entitled to attend and vote at the EGM is entitled to appoint one or more proxies to attend and vote on his/her behalf provided that if more than one proxy is sostrikeappointed,out the thewordsappointment‘‘the chairmanshall ofspecifythe meetingthe numberor’’ andof sharesinsert ofthewhichnameeachand addresssuch proxyof theis soproxyappointed.desiredIfinanytheproxyspace otherprovided.than the chairman of the EGM is preferred,

  2. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, TICK THE BOX MARKED FOR. IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, TICK THE BOX MARKED AGAINST. Failure to tick a box will entitle your proxy to cast your vote or abstain at his discretion. Your proxy will also be entitled to vote at his discretion on any amendment of a resolution or any resolution properly put to the EGM other than those referred to in the Notice of the EGM.

  3. This proxy must be signed by you or your attorney duly authorised in writing or, in case of a corporation, either executed under seal or under the hand of an officer, attorney or other person duly authorized to sign the same.

  4. authority,To be valid,mustthisbeformlodgedof proxy,with thetogetherCompanywith’s sharethe powerregistrarof attorneyin HongorKong,otherTricorauthority,Investorif any,Servicesunder Limitedwhich itatis17/F,signed,FarorEasta notariallyFinance Centre,certified16copyHarcourtof suchRoad,powerHongor Kong, not later than 48 hours before the time fixed for holding the EGM (i.e. before 3:30 p.m. on Sunday, June 18, 2023) or any adjournment thereof.

  5. In the case of joint holders of a share, 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 relevant joint holding.

  6. The proxy need not be a member of the Company. Completion and return of the form of proxy shall not preclude a shareholder of the Company from attending the EGM and vote in person. In such event, the instrument appointing a proxy shall be deemed to be revoked.

  7. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT. 10. Reference to time and dates in this form of proxy are to Hong Kong time and dates.

PERSONAL INFORMATION COLLECTION STATEMENT

PersonalProxyincludeFormyourData(theandin ‘‘thisyourPurposesstatementproxy’’’).s nameIfhasyoutheandfailsameaddress.to supplymeaningYoursufficientassupplypersonalinformation,of datathe Personaldefinedthe inCompanyDatathe isPersonalonmaya voluntarynotDatabe(Privacy)ablebasisto processandOrdinance,for yourthe purposeChapterinstructions.of486processingofThetheCompanyLawsyourofinstructionsmayHongdiscloseKongas(PDPO),orstatedtransferinwhichthisthe Personal Data to its subsidiaries, its Share Registrar and/or third party service provider who provides administrative, computer and other services to the Company for use in connection with the Purposes 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. The Personal Data will be retained for such period as may be necessary to fulfil the Purposes (including for verification and record purposes). Request for access to and/or correction of the Personal Data can be made in accordance with the provisions of the PDPO and any such request should be in writing and sent to the Privacy Compliance Officer of Tricor Investor Services Limited at the above address.