Genesis Scale Holdings Limited — Proxy Solicitation & Information Statement 2018

Apr 26, 2018

KUANGCHI SCIENCE LIMITED 光啟科學有限公司

(Incorporated in Bermuda with limited liability)

(Stock Code: 439)

Form of Proxy for use at the Annual General Meeting to be held on 30 May 2018

I/We_(Note 1)ofbeing the registered holder(s) of(Note 2)shares of HK$0.01 each in the capital ofKUANGCHI SCIENCE LIMITED(the “Company”)HEREBY APPOINT the Chairman of theMeeting(Note 3)orofas my/our proxy to attend and vote for me/us and on my/our behalf at the Annual General Meeting of the Company (the “Meeting”) to beheld at Room 1804, 18/F, Tower 1, Admiralty Centre, 18 Harcourt Road, Admiralty, Hong Kong on Wednesday, 30 May 2018 at 11:00 a.m.and at any thereof in respect of the resolutions set out in the notice convening the Meeting as indicated below.ORDINARY RESOLUTIONSFOR(Note 4)AGAINST(Note 4)_1.To receive and consider the audited consolidated financial statements and reports ofthe directors and of the auditor foryear ended 31 December 2017.2.A.To re-elect the followingretiringdirectors:(i)Dr. Liu Ruopengas an executive director;(ii)Dr. Liu Jun as an independent non-executive director;and(iii)Dr. WongKai Kit as an independent non-executive director.B.To authorise the board of directors to fix the remuneration of the directors.3.To re-appoint PricewaterhouseCoopers as auditor of the Company and to authorise theboard of directors to fix the remuneration of the auditor.4.A.To approve a general mandate to the directors to allot, issue and deal withordinary shares not exceeding 20% of the issued ordinary shares of theCompany.B.To approve a general mandate to the directors to repurchase ordinary shares notexceeding10% of the issued ordinaryshares of the Company.C.To extend the general mandate granted under resolution No. 4A by including thenumber of ordinary shares repurchased by the Company pursuant to resolutionNo. 4B.5.To approve a specific mandate to the directors to allot, issue and deal with ordinaryshares not exceeding 2.5% of the number of ordinary shares as at the date on whichthe Board adopted the Restricted Share Award Scheme,i.e. 10 December 2014.	I/We_(Note 1)ofbeing the registered holder(s) of(Note 2)shares of HK$0.01 each in the capital ofKUANGCHI SCIENCE LIMITED(the “Company”)HEREBY APPOINT the Chairman of theMeeting(Note 3)orofas my/our proxy to attend and vote for me/us and on my/our behalf at the Annual General Meeting of the Company (the “Meeting”) to beheld at Room 1804, 18/F, Tower 1, Admiralty Centre, 18 Harcourt Road, Admiralty, Hong Kong on Wednesday, 30 May 2018 at 11:00 a.m.and at any thereof in respect of the resolutions set out in the notice convening the Meeting as indicated below.ORDINARY RESOLUTIONSFOR(Note 4)AGAINST(Note 4)_1.To receive and consider the audited consolidated financial statements and reports ofthe directors and of the auditor foryear ended 31 December 2017.2.A.To re-elect the followingretiringdirectors:(i)Dr. Liu Ruopengas an executive director;(ii)Dr. Liu Jun as an independent non-executive director;and(iii)Dr. WongKai Kit as an independent non-executive director.B.To authorise the board of directors to fix the remuneration of the directors.3.To re-appoint PricewaterhouseCoopers as auditor of the Company and to authorise theboard of directors to fix the remuneration of the auditor.4.A.To approve a general mandate to the directors to allot, issue and deal withordinary shares not exceeding 20% of the issued ordinary shares of theCompany.B.To approve a general mandate to the directors to repurchase ordinary shares notexceeding10% of the issued ordinaryshares of the Company.C.To extend the general mandate granted under resolution No. 4A by including thenumber of ordinary shares repurchased by the Company pursuant to resolutionNo. 4B.5.To approve a specific mandate to the directors to allot, issue and deal with ordinaryshares not exceeding 2.5% of the number of ordinary shares as at the date on whichthe Board adopted the Restricted Share Award Scheme,i.e. 10 December 2014.
	ORDINARY RESOLUTIONS			FOR(Note 4)	AGAINST(Note 4)
1.	To receive and consider the audited consolidated financial statements and reports ofthe directors and of the auditor foryear ended 31 December 2017.
2.	A.To re-elect the followingretiringdirectors:
	(i)Dr. Liu Ruopengas an executive director;
	(ii)Dr. Liu Jun as an independent non-executive director;and
	(iii)Dr. WongKai Kit as an independent non-executive director.
	B.To authorise the board of directors to fix the remuneration of the directors.
3.	To re-appoint PricewaterhouseCoopers as auditor of the Company and to authorise theboard of directors to fix the remuneration of the auditor.
4.	A.To approve a general mandate to the directors to allot, issue and deal withordinary shares not exceeding 20% of the issued ordinary shares of theCompany.
	B.To approve a general mandate to the directors to repurchase ordinary shares notexceeding10% of the issued ordinaryshares of the Company.
	C.To extend the general mandate granted under resolution No. 4A by including thenumber of ordinary shares repurchased by the Company pursuant to resolutionNo. 4B.
5.	To approve a specific mandate to the directors to allot, issue and deal with ordinaryshares not exceeding 2.5% of the number of ordinary shares as at the date on whichthe Board adopted the Restricted Share Award Scheme,i.e. 10 December 2014.

Signature(s) [(Note 5)] : Notes:

Dated:

• (1) Full name(s) and address(es) to be inserted in BLOCK CAPITALS as set out in the register of members of the Company. The names of all joint registered holders should be stated.

• (2) Please insert the number of ordinary shares registered in your name(s) and to which this proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all the ordinary shares in the capital of the Company registered in your name(s).

• (3) Every member of the Company entitled to attend and vote at the Meeting is entitled to appoint more than one proxy (if a member who is holder of two or more shares) to attend and vote for him/her on his/her behalf of the Meeting. A proxy need not be a member of the Company but must attend the Meeting in person to represent you. If any proxy other than the Chairman of the Meeting is desired, strike out the words “the Chairman of the Meeting” and insert the name and address of the proxy desired in the space provided. If no name is inserted, the Chairman of the Meeting will act as your proxy. Any alteration made to this form of proxy must be initialled by the person who signs it.

• (4) IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, PLEASE TICK (“ ✔ ”) IN THE RELEVANT BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST A RESOLUTION, PLEASE TICK (“ ✔ ”) IN THE RELEVANT BOX MARKED “AGAINST”. Failure to tick either will entitle your proxy to cast his/her votes at his/her discretion or abstain as he/she thinks fit. Your proxy will also be entitled to vote at his/her discretion or abstain on any resolution properly put to the Meeting other than those referred to in the notice convening the Meeting.

• (5) This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, this form of proxy must either be executed under its common seal or under the hand of an officer or attorney duly authorised.

• (6) In the case of joint registered holders of any ordinary share, any one of such persons may vote at the Meeting, either personally or by proxy, in respect of such ordinary share(s) as if he/she were solely entitled thereto; but if more than one of such joint holders are present at the Meeting, either personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such ordinary share(s), shall alone be entitled to vote in respect thereof.

• (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 notarially certified copy thereof, must be lodged at the Company’s share registrar and transfer office in Hong Kong, Tricor Secretaries Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, not less than 48 hours before the time appointed for holding the Meeting or any adjourned meeting (as the case may be).

• (8) Completion and return of this form of proxy will not preclude you from attending and voting at the Meeting in person if you so wish. In such event, this form of proxy will be deemed to have been revoked.

• (9) The Company reserves the right to treat any proxy form which has been incorrectly completed in same manner which (as its absolute discretion) is not material as being valid.

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 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 for use in connection with the Purposes and to such parties who are authorized 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. Request for access to and/or correction of the relevant personal data can be made in accordance with the provisions of the Personal Data (Privacy) Ordinance and any such request should be in writing by mail to the Company/Tricor Secretaries Limited at the above address.