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GL-Carlink Technology Holding Limited Proxy Solicitation & Information Statement 2025

Apr 30, 2025

50655_rns_2025-04-30_c64a0264-6cf8-4327-b758-9ff630b9d260.pdf

Proxy Solicitation & Information Statement

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简印

GL-Carlink Technology Holding Limited

廣聯科技控股有限公司

(Incorporated in Cayman Islands with limited liability)

(Stock Code: 2531)

Form of Proxy for use at the Annual General Meeting to be held on 18 June 2025

Number of Shares to which this form of proxy relates^{(Note 1)} Ordinary Shares

I/We, (Note 2)

of

being the registered holder(s) of

ordinary shares of US$0.0001 each (Note 3) ("Shares") in the issued share capital of GL-Carlink Technology Holding Limited (the "Company"), HEREBY APPOINT THE CHAIRMAN OF THE MEETING (Note 4) or

of

as my/our proxy to attend the annual general meeting (and any adjourned meeting) of the Company (the "AGM") to be held at 14/F, Building 1, Chongwen Garden, Nanshan District, Shenzhen, Guangdong Province, PRC on Wednesday, 18 June 2025 at 2:00 p.m. for the purposes of considering and, if thought fit, passing the resolutions as set out in the notice convening the said meeting and at such meeting (and at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of the resolutions as indicated below.

ORDINARY RESOLUTIONS^{(Note 6)} FOR AGAINST
1. To consider and adopt the audited consolidated financial statements and the reports of the directors of the Company and the independent auditor's report for the year ended 31 December 2024.
2. To re-elect Mr. Zhu Lei as an executive Director.
3. To re-elect Mr. Zhao Zhan as an executive Director.
4. To re-elect Ms. Peng Chao as a non-executive Director.
5. To re-elect Mr. Zhang Yong as an executive Director.
6. To re-elect Ms. Yin Fang as an executive Director.
7. To authorize the board of Directors to fix the respective Directors' remuneration.
8. To re-appoint Deloitte Touche Tohmatsu as auditor of the Company and to authorize the board of Directors to fix its remuneration.
9. To grant a general mandate to the directors of the Company to repurchase Shares (excluding treasury Shares).
10. To grant a general mandate to the directors of the Company to issue, allot and otherwise deal with the Company's shares (excluding treasury Shares).
11. To extend the general mandate to issue new shares of the Company by addition thereto the shares repurchased by the Company.

Date: 2025

Signature (Note 7):

Notes:

  1. Please delete as appropriate and insert the number of Shares to which this form of proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all the shares of the Company registered in your name(s). If more than one proxy is appointed, the number of Shares in respect of which each such proxy so appointed must be specified.
  2. Full name(s) and address(es) to be inserted in BLOCK CAPITALS.
  3. Please insert the number of Shares of the Company registered in your name(s) and delete as appropriate.
  4. If any proxy other than the chairman of the meeting is preferred, please strike out the words "the chairman of the meeting" and insert the name and address of the proxy desired in the space provided. Any shareholder of the Company entitled to attend and vote at the AGM is entitled to appoint a proxy to attend and vote instead of him. A proxy need not be a shareholder of the Company.
  5. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, PLEASE TICK (✓) THE BOX MARKED "FOR". IF YOU WISH TO VOTE AGAINST A RESOLUTION, PLEASE TICK (✓) THE BOX MARKED "AGAINST". If no direction is given, your proxy will vote or abstain at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the AGM other than those referred to in the notice convening the AGM.
  6. The description of the resolutions is by way of summary only. The full text appears in the notice of the AGM.
  7. This form of proxy must be signed by you or your attorney duly authorised in writing. In case of a corporation, the same must be either under its common seal or under the hand of an officer or attorney duly authorised. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.
  8. Where there are joint registered holders of any Share, any one of such persons may vote at the meeting, either personally or by proxy, in respect of such Share as if he were solely entitled thereto; but if more than one of such joint holders be present at the meeting personally or by proxy, the vote of the senior shall be accepted to the exclusion of the votes of the other joint holders in respect of the relevant joint holding and, for this purpose, seniority shall be determined by reference to the order in which the names of the joint holders stand on the register of members in respect of the relevant joint holding.
  9. In order 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 notarially certified copy thereof, must be deposited at the Company's Hong Kong Share Registrar, Boardroom Share Registrars (HK) Limited (for holders of Shares), at Room 2103B, 21/F, 148 Electric Road, North Point, Hong Kong not less than 48 hours before the time appointed for the meeting or the adjourned meeting (as the case may be).
  10. Completion and delivery of the form of proxy will not preclude you from attending and voting at the AGM or any adjournment thereof if you so wish.

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(s) 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 the Personal Data Privacy Officer of Boardroom Share Registrars (HK) Limited at Room 2103B, 21/F, 148 Electric Road, North Point, Hong Kong.