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Glory Sun Land Group Limited Proxy Solicitation & Information Statement 2025

Apr 30, 2025

49106_rns_2025-04-30_a51dd93a-fef2-45c1-877d-574501b4c083.pdf

Proxy Solicitation & Information Statement

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寶新置地集團有限公司

GLORY SUN LAND GROUP LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 299)

FORM OF PROXY FOR 2025 ANNUAL GENERAL MEETING

(or at any adjournment thereof)

I/We (Note 1),

of

being the registered holder(s) of ___ shares (Note 2) of HK$0.05 each in the share capital of Glory Sun Land Group Limited (the "Company"), HEREBY APPOINT THE CHAIRMAN OF THE MEETING (Note 3) or

of

as my/our proxy to attend and act for my/our behalf at the annual general meeting (or any adjournment thereof) of the Company to be held at 35/F., Dah Sing Financial Centre, 248 Queen's Road East, Wanchai, Hong Kong, on Friday, 6 June 2025 at 11:00 a.m. (the "AGM") and at any adjournment thereof, to vote for me/us in respect of the resolutions as set out in the notice of the AGM dated 30 April 2025 (the "AGM Notice") as hereunder indicated, or if no indication is given, as my/our proxy thinks fit.

ORDINARY RESOLUTIONS FOR (Notes 4 & 5) AGAINST (Notes 4 & 5)
1. To receive and consider the audited consolidated financial statements and the reports of the directors and auditors of the Company for the year ended 31 December 2024.
2. (a) To re-elect Mr. John Edward Hunt as an executive director of the Company.
(b) To re-elect Mr. Fong Ching Kong as an executive director of the Company.
(c) To re-elect Ms. Zhan Yushan as a non-executive director of the Company.
(d) To re-elect Ms. Tan Xinyan as an independent non-executive director of the Company.
(e) To re-elect Mr. Huang Shubo as an independent non-executive director of the Company.
3. To authorize the board of directors of the Company to fix the remuneration of the directors of the Company.
4. To re-appoint the retiring auditors of the Company, BDO Limited, and to authorize the board of directors of the Company to fix their remuneration.
5. To approve resolution no. 5 as set out in the AGM Notice (to give a general mandate to the directors to issue shares in the Company).*
6. To approve resolution no. 6 as set out in the AGM Notice (to give a general mandate to the directors to repurchase shares in the Company).*
7. To approve resolution no. 7 as set out in the AGM Notice (to extend the general mandate granted to the directors to issue shares in the Company).*
  • Full texts of the resolutions are set out in the AGM Notice.

Date this __ day of __ 2025.

Signature (Note 6): _________

Notes:

  1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS as shown in the register of members of the Company.
  2. Please insert the number of shares of the Company registered in your name(s). 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).
  3. If any proxy other than the Chairman of the meeting is preferred, strike out the words "THE CHAIRMAN OF THE MEETING" here inserted and insert the name and address of the proxy desired in the space provided. A member of the Company who is the holder of two or more shares may appoint more than one proxy to attend and vote on his/her/its behalf at the meeting provided that if more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed. A proxy need not be a member of the Company but must attend the AGM in person to represent the member. 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 ANY RESOLUTIONS, TICK THE APPROPRIATE BOXES MARKED "FOR". IF YOU WISH TO VOTE AGAINST ANY RESOLUTIONS, TICK THE APPROPRIATE BOXES MARKED "AGAINST". Failure to complete any or all the boxes will entitle your proxy to cast his/her votes at his/ her discretion. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the meeting other than those referred to in the AGM Notice.
  5. All resolutions will be put to vote by way of poll at the AGM. Every member of the Company present in person (in the case of a member being a corporation, by its duly authorized representative) or by proxy shall have one vote for every fully paid share of which he/she/it is the holder. A person entitled to more than one vote on a poll need not use all his/her votes or cast all the votes he/she uses in the same way and in such cases, please state the relevant number of shares in the appropriate box(es) above.
  6. This form of proxy must be signed by you or your attorney duly authorized in writing or, in the case of a corporation, must be either executed under its common seal or under the hand of an officer or attorney or other person duly authorized.
  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 deposited at the Company's share branch registrar in Hong Kong, Tricor Investor Services Limited, at 17/F., Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than 48 hours before the time fixed for holding the AGM or any adjournment thereof.
  8. In the case of joint holders of any share, any one of such holders may vote at the AGM, either personally or by proxy, in respect of such share as if he/she were solely entitled thereto, but if more than one such joint holders be present at the AGM personally or by proxy, the holder whose name stands first in the register of members of the Company shall alone be entitled to vote in respect of that share.
  9. Completion and delivery of a form of proxy will not preclude you from attending and voting at the AGM and, in such event, your form of proxy shall be deemed to be revoked.

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 AGM (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 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. You 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/Privacy Compliance Officer of Tricor Investor Services Limited at the above address.