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Genesis Scale Holdings Limited Proxy Solicitation & Information Statement 2025

Nov 10, 2025

49218_rns_2025-11-10_0aeaec37-4f59-447e-b685-b2388822d7f1.pdf

Proxy Solicitation & Information Statement

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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 Special General Meeting to be held on Monday, 1 December 2025

I/We (Note 1)

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

in the capital of KUANGCHI SCIENCE LIMITED (the "Company") HEREBY APPOINT the Chairman of the Meeting

of as my/our proxy to attend on my/our behalf at the special general meeting of the Company (the "Meeting") to be held at 10/F, United Centre, 95 Queensway, Admiralty, Hong Kong on Monday, 1 December 2025 at 11:00 a.m. or 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 set out in the notice convening the Meeting as indicated below.

SPECIAL RESOLUTION (Note 10) FOR (Note 4) AGAINST (Note 4)
1. THAT subject to and conditional upon the approval of the Registrar of Companies in Bermuda: (i) the English name of the Company be changed from “KuangChi Science Limited” to “Genesis Scale Holdings Limited” and to adopt and register in Bermuda the Chinese name “瀚源控股有限公司” as the Company's secondary name to replace its existing Chinese name “光啟科學有限公司” (the “Change of Company Name”) and (ii) any one director or the company secretary of the Company be and is hereby authorised to do all such acts and things and execute all such documents, including under seal where appropriate, which he or she may consider necessary, desirable or expedient for the purpose of, or in connection with, the implementation of and giving effect to the Change of Company Name and to attend to any necessary registration and/or filing in the Bermuda and Hong Kong for and on behalf of the Company.
ORDINARY RESOLUTION (Note 10) FOR (Note 4) AGAINST (Note 4)
2. (a) subject to and conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited (the "Stock Exchange") granting the approval for the listing of, and permission to deal in, the shares in the capital of the Company (the "Shares") which may fall to be issued and allotted pursuant to the exercise of any options that may be granted under the share option scheme of the Company (the rules of which are contained in the document marked "A" produced to the SGM and signed by the chairman of the SGM for the purpose of identification) (the "New Share Option Scheme"), the New Share Option Scheme be and is hereby approved and adopted and the directors of the Company (the "Directorship") be and are hereby authorised to do all such acts and to enter into all such transactions, arrangements and agreements as may be necessary or expedient in order to give full effect to the New Share Option Scheme including without limitation: (i) to administer the New Share Option Scheme under which options will be granted to eligible participants under the New Share Option Scheme to subscribe for Shares; (ii) to modify and/or amend the New Share Option Scheme from time to time provided that such modification and/or amendment is effected in accordance with the provisions of the New Share Option Scheme relating to modification and/or amendment; (iii) to issue and allot from time to time such number of Shares as may be required to be issued pursuant to the exercise of the options under the New Share Option Scheme and subject to the Rules Governing the Listing of Securities on the Stock Exchange; (iv) to make application at the appropriate time or times to the Stock Exchange for the listing of, and permission to deal in any Shares which may thereafter from time to time be issued and allotted pursuant to the exercise of the options under the New Share Option Scheme; and (v) to consent, if they deem fit and expedient, to such conditions, modifications and/or variations as may be required or imposed by the relevant authorities in relation to the New Share Option Scheme; (b) the General Scheme Limit (as defined in the New Share Option Scheme) on the total number of Shares that may be issued in respect of all options, awards or securities to be granted to the eligible participants under all the share schemes of the Company (i.e. 10% of the Shares in issue as at the date of passing of this resolution) be and is hereby approved and adopted and the Directors be and are hereby authorised to take all such steps and attend all such matters, approve and execute (whether under hand or under seal) such documents and do such other things, for and on behalf of the Company, as the Directors may consider necessary, desirable or expedient to effect and implement the General Scheme Limit.

Signature(s) (Note 5).

Dated:


Notes:

(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 form of 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 at 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 or" 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 initialed 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 a certified copy thereof, must be lodged at the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, in accordance with the instructions printed thereon by 11:00 a.m. on Saturday, 29 November 2025 or not less than 48 hours before the time appointed for holding the Meeting or any adjournment thereof.

(8) Completion and return of this form of proxy will not preclude you from attending and voting at the Meeting or at any adjournment thereof (as the case may be) in person if you so wish. In such event, this form of proxy will be deemed to be 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.

(10) The full text of the resolutions is set out in the notice convening the Meeting.

(11) Unless otherwise stated, capitalised terms used above shall have the same meanings as set out in the notice convening the Meeting.

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 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. Request for access to and/or collection 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 Investor Services Limited at the above address.