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Hans Group Holdings Limited — Proxy Solicitation & Information Statement 2026
Apr 23, 2026
49293_rns_2026-04-23_c2550526-0c25-453e-95de-81055ad213d4.pdf
Proxy Solicitation & Information Statement
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漢思集團 Hans Group
HANS GROUP HOLDINGS LIMITED
漢思集團控股有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock code: 00554)
FORM OF PROXY FOR THE 2026 ANNUAL GENERAL MEETING
I/We (Note 1),
of
being the registered holder(s) of _____ shares (Note 2) of HK$0.10 each in the share capital of Hans Group Holdings Limited 漢思集團控股有限公司 (the "Company") HEREBY APPOINT (Note 3)
of
or failing him, the Chairman of the meeting as my/our proxy to attend and vote for me/us and on my/our behalf at the annual general meeting (the "Meeting") of the Company to be held at Room 302, 3/F, Pico Tower, 66 Gloucester Road, Wanchai, Hong Kong on Wednesday, 20 May 2026 at 11 a.m. (and at any adjournment thereof) in respect of the resolutions set out in the notice convening the Meeting as hereunder indicated, and, if no such indication is given, as my/our proxy thinks fit.
Please put a tick ("✓") in the appropriate boxes below to indicate how you wish your vote(s) to be cast (Note 4).
| ORDINARY RESOLUTIONS | FOR | AGAINST | |
|---|---|---|---|
| 1. | To consider the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors and of the independent auditors for the year ended 31 December 2025. | ||
| 2. | To re-elect Mr. David An as an executive director of the Company (the “Director(s)”). | ||
| 3. | To re-elect Mr. Yang Dong as an executive Director. | ||
| 4. | To re-elect Mr. Hui Hon Chung, Stanley as a non-executive Director. | ||
| 5. | To re-elect Mr. Chan Chun Wai, Tony, who has served the Company for more than nine years, as an independent non-executive Director. | ||
| 6. | To re-elect Ms. Yang Fan as an independent non-executive Director. | ||
| 7. | To authorise the board of Directors to fix the Directors’ remuneration. | ||
| 8. | To re-appoint Messrs. KPMG as auditors of the Company and to authorise the board of Directors to fix their remuneration. | ||
| 9. | To give a general mandate to the Directors to repurchase shares of the Company (the “Shares”). | ||
| 10. | To give a general mandate to the Directors to issue, allot and deal with unissued Shares. | ||
| 11. | To extend the general mandate granted to the Directors to issue unissued Shares by adding thereto the Shares repurchased by the Company. | ||
| SPECIAL RESOLUTION | FOR | AGAINST | |
| 12. | To consider the adoption of the amended and restated memorandum and articles of association and authorise any director or company secretary to take all necessary steps to effect the adoption of the amended and restated memorandum and articles of association of the Company. |
Dated this _____ day of 2026
Signed (Note 5) _____
Notes:
- Full name(s) and address(es) to be inserted in BLOCK CAPITALS. The names of all joint holders should be stated.
- Please insert the number of shares 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). If more than one proxy is appointed, the number of shares in respect of which each such proxy so appointed must be specified.
- Full name and address of proxy to be inserted in BLOCK CAPITALS. If these are not completed, the Chairman of the Meeting will act as your proxy. Any member may appoint one or more proxies to attend and vote on his behalf. The proxy need not be a member of the Company but must attend the Meeting in person to represent you. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.
- IMPORTANT: IF YOU WISH TO VOTE FOR ANY OF THE RESOLUTIONS, PLEASE TICK ("✓") THE APPROPRIATE BOXES MARKED "FOR". IF YOU WISH TO VOTE AGAINST ANY OF THE RESOLUTIONS, PLEASE TICK ("✓") THE APPROPRIATE BOXES MARKED "AGAINST". Failure to tick a box will entitle your proxy to cast your vote(s) at his discretion.
- This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must be executed either under its common seal or under the hand of an officer or attorney or other person duly authorised.
- In the case of joint holders, the vote(s) of the senior who tenders a vote whether in person or by proxy will be accepted to the exclusion of the vote(s) of the other joint holder(s) and for this purpose seniority will be determined by the order in which the names stand in the register of members of the Company.
- 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 branch share registrars and transfer office 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 appointed for holding the Meeting (i.e. by 11 a.m. on Monday, 18 May 2026) or adjournment thereof.
- Completion and delivery of this form of proxy will not preclude you from attending and voting in person at the Meeting if you so wish and, in such event, this form of proxy shall be deemed to be revoked.
- The full text of Resolutions 9, 10 and 11 are set out in the notice of the 2026 Annual General 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 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/the Data Privacy Officer of Tricor Investor Services Limited at the above address.