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Genesis Scale Holdings Limited — Proxy Solicitation & Information Statement 2026
Mar 26, 2026
49218_rns_2026-03-26_3d2ea693-3f66-4422-b5f4-1a2c38f064c2.pdf
Proxy Solicitation & Information Statement
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激源控股
Genesis scale
Genesis Scale Holdings Limited
瀚源控股有限公司
(formerly known as KuangChi Science Limited 光啟科學有限公司)
(Incorporated in Bermuda with limited liability)
(Stock code: 00439)
Form of Proxy for use at the Special General Meeting to be held on Wednesday, 15 April 2026
I/We (Note 1)
of
being the registered holder(s) of (Note 2)
in the capital of GENESIS SCALE HOLDINGS LIMITED (the "Company") HEREBY APPOINT the Chairman of the Meeting
or (Note 3)
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 Wednesday, 15 April 2026 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.
| ORDINARY RESOLUTION (Note 10) | FOR (Note 4) | AGAINST (Note 4) | |
|---|---|---|---|
| 1. | THAT: (a) the directors (the "Directors") of the Company be and are hereby authorised the disposal (the "Disposal") of up to 40,799,936 ordinary shares (the "KCT Shares") currently held by the Company or its subsidiaries (the "KCT Share Sales Mandate") on the conditions that: (i) the KCT Share Sales Mandate will be valid for a period of 12 months from the date of passing of this resolution and ending on the first anniversary of the date hereof (both days inclusive) (unless revoked or varied by ordinary resolution of the shareholders in a general meeting of the Company) (the "KCT Share Sales Mandate Period"); (ii) the Group shall dispose of all or in part(s) of the KCT Shares held by the Group to independent third parties on the open market through the trading system of the Shenzhen Stock Exchange or by way of entering into the Block Trade Transactions; (iii) the selling price of each KCT Share shall be based on the prevailing market price of KCT Shares at the time of making the transactions comprising the Disposal and not less than the minimum selling price of RMB33.56 for each KCT Share; and (iv) the Disposal under this resolution shall comply with the relevant applicable laws and regulations, including any applicable trading regulations of the Shenzhen Stock Exchange; and (b) subject to the passing of the resolution (a) above, the Directors be/are hereby authorised to determine, decide, execute and implement with full discretion all matters relating to the Disposal from time to time during the KCT Share Sales Mandate Period and to do all such acts and things, including but not limited to, execution of all documents which the Directors at their discretion deem necessary, appropriate or desirable to implement and give full effect to the disposal(s) under the KCT Share Sales Mandate." |
Signature(s) (Note 5)
Dated:
Note:
(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) Proxy 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 of" 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 installed by the person who signs it.
(4) IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, PLEASE TICK I/✓ IN THE RELEVANT BOX MARKED "FOR". IF YOU WISH TO VOTE AGAINST A RESOLUTION, PLEASE TICK I/✓ 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 each 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 each 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. Tricer Investor Services Limited at 17/F, 5 of East Finance Centre, 16 Harcourt Road, Hong Kong, in accordance with the instructions printed thereon by 11:00 a.m. on Monday, 13 April 2026 or has 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/ Tricer Investor Services Limited at the above address.