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hmvod Limited Proxy Solicitation & Information Statement 2018

Jul 26, 2018

51270_rns_2018-07-26_1bf4f198-b337-4a4a-a6d9-be92305dc199.pdf

Proxy Solicitation & Information Statement

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Trillion Grand Corporate Company Limited 萬 泰 企 業 股 份 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8103)

REVISED FORM OF PROXY FOR USE AT THE POSTPONED ANNUAL GENERAL MEETING TO BE HELD ON 22 AUGUST 2018 (OR AT ANY ADJOURNMENT THEREOF)

I/We[(note][1)]

of being the registered holder(s) of[(note][2)] ordinary share(s) of Trillion Grand Corporate Company Limited (‘‘Company’’) HEREBY APPOINT[(note][3)] the chairman of the annual general meeting, or of

as my/our proxy to attend and to act for me/us at the annual general meeting (‘‘Meeting’’) (and at any adjournment thereof) of the Company to be held on 22 August 2018 at 12: 00 noon at Regus Conference Centre, 35/F., Central Plaza, 18 Harbour Road, Wanchai, Hong Kong for the purpose of considering and, if thought fit, passing the resolutions set out in the notice convening the said Meeting and at such Meeting (or at any adjournment thereof) to vote on my/us and in my/our name(s) 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 tick (‘‘H’’) the appropriate box to indicate how you wish your vote in respect of the resolutions to be cast[(note][4)] .

Ordinary Resolutions For (note 4) Against (note 4)
1 To receive and consider the audited consolidated financial statements of the Company and its
subsidiaries and the reports of the directors of the Company (the ‘‘Directors’’) and the auditors of the
Company for the year ended 31 March 2018.
2 To re-elect Dr. Wan Ho Yuen, Terence as an independent non-executive director of the Company.
3 To re-elect Mr. Hau Chi Kit as an independent non-executive director of the Company.
4 To authorize the board of Directors (the ‘‘Board’’) to fix the Directors’ remunerations.
5 To re-appoint Elite Partners CPA Limited as the auditors of the Company and authorize the Board to
fix their remuneration.
6 To grant a general mandate to the Directors to issue shares of the Company.
7 To grant a general mandate to the Directors to repurchase shares of the Company.
8 To extend the general mandate granted to the Directors to issue shares by the nominal amount of
shares repurchased.
9 To re-elect Mr. Ma Stephen Tsz On as an independent non-executive director of the Company.
10 To re-elect Mr. Ho Siu King, Stanley as an independent non-executive director of the Company.

Dated this day of 2018

Shareholder’s signature:

(note 6)

Notes:

  1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS.

  2. Please insert the number of Shares registered in your name(s) to which this revised form of proxy (‘‘Revised Proxy Form’’) relates. If no number is inserted, this Revised Proxy Form will be deemed to relate to all the Shares registered in your name(s).

  3. If any proxy other than the chairman is preferred, please strike out ‘‘the chairman of the annual general meeting, or’’ and insert the name and address of the proxy desired in the space provided. ANY ALTERATION MADE TO THIS REVISED PROXY FORM MUST BE INITIALLED BY THE PERSON(S) WHO SIGN(S) IT.

  4. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTIONS SET OUT ABOVE, PLEASE TICK (‘‘H’’) THE BOX MARKED ‘‘FOR’’. IF YOU WISH TO VOTE AGAINST THE RESOLUTIONS, PLEASE TICK (‘‘H’’) THE BOX MARKED ‘‘AGAINST’’. Failure to tick either box will entitle your proxy to cast your vote or abstain at his discretion.

  5. Any member of the Company entitled to attend and vote at the Meeting is entitled to appoint another person as his proxy to attend and vote instead of him. A member of the Company who is the holder of two or more Shares may appoint more than one proxy to represent him and vote on his behalf at the Meeting. A proxy need not be a member of the Company. In addition, a proxy or proxies representing either a member of the Company who is an individual or a member of the Company which is a corporation shall be entitled to exercise the same powers on behalf of the member of the Company which he or they represent as such member of the Company could exercise.

  6. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or, if the appointor is a corporation, either under its seal or under the hand of an officer, attorney or other person authorised to sign the same.

  7. The instrument appointing a proxy and (if required by the board of directors of the Company) the power of attorney or other authority (if any) under which it is signed, or a certified copy of suchKing’spowerRoad,orNorthauthority,Point,shallHongbe deliveredKong nottolessthethanCompany’sforty-eightHong(48)Konghoursbranchbeforesharethe timeregistrar,appointedUnionforRegistrarsholding theLimitedMeetingat Suitesor adjourned3301–04,meeting33/F, Two(theChinachem‘‘Closing TimeExchange’’). Square, 338

  8. Delivery of an instrument appointing a proxy shall not preclude a member of the Company from attending and voting in person at the Meeting convened and in such event, the instrument appointing a proxy shall be deemed to be revoked.

  9. Where there are joint holders of any Share, any one of such joint holders may vote, either in person 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 the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.

  10. IMPORTANT: If a shareholder wishes to appoint a proxy to attend and vote at the Meeting on his/her/its behalf and if he/she/it has not yet returned the proxy form (the ‘‘First Proxy Form’’) which was sent together with the circular dated 29 June 2018 containing the notice of annual general meeting with the Share Registrar, he/she/it is required to complete, sign and return the Revised Proxy Form to the Company’s branch share registrar in Hong Kong, Union Registrars Limited at Suites 3301–04, 33/F, Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong before the Closing Time. In this case, the First Proxy Form should not be submitted with the Company. If a shareholder wishes to appoint a proxy to attend and vote at the Meeting on his/her/it behalf and if he/she/it has already returned the First Proxy Form with the Share Registrar before the Closing Time should note that:

  • (i) if no Revised Proxy Form is submitted with the Share Registrar, the First Proxy Form, if correctly completed, will be treated as a valid proxy form submitted by the Shareholder, save and except for the resolutions no. 9 and 10. The proxy/proxies so appointed by the Shareholder shall be required to vote in such manner as he/she may be directed under the First Proxy Form, and in respect of the resolutions no. 9 and 10, the proxy/proxies will be entitled to vote at his/her discretion or to abstain from voting on such resolutions;

  • (ii) if the Revised Proxy Form is submitted with the Share Registrar before the Closing Time, the Revised Proxy Form, if correctly completed, will be treated as a valid proxy form submitted by the Shareholder and will revoke and supersede the First Proxy Form previously submitted by such Shareholder; and

  • (iii) if the Revised Proxy Form is submitted with the Share Registrar after the Closing Time, or if submitted before the Closing Time but is incorrectly completed, the appointment of proxy under the Revised Proxy Form will be invalid. The First Proxy Form, if correctly completed, will be treated as a valid proxy form submitted by such Shareholder, save and except for the resolutions no. 9 and 10. The proxy/proxies so appointed by the Shareholder under the First Proxy Form will be entitled to vote in the manner as mentioned in (i) above as if no Revised Proxy Form had been submitted with the Share Registrar. Accordingly, Shareholders are advised to complete the Revised Proxy Form carefully and submitted the Revised Proxy Form with the Share Registrar before the Closing Time.