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Huscoke Holdings Limited Proxy Solicitation & Information Statement 2025

Jul 30, 2025

49409_rns_2025-07-30_f8a59791-c056-4b51-9f47-386b92275282.pdf

Proxy Solicitation & Information Statement

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HUSCOKE HOLDINGS LIMITED

和嘉控股有限公司

(Incorporated in Bermuda with limited liability)

(Stock code: 704)

Proxy Form for use at the Annual General Meeting to be held on Friday, 26 September 2025 (or at any adjournment thereof)

I/Wc/

of

being the registered holder(s) of¹ ________ shares of HK$0.10 each in the capital of Huscoke Holdings Limited (the "Company"), hereby appoint² ________ of


or failing him/her, the Chairman of the meeting, as my/our proxy to attend on my/our behalf at the annual general meeting of the Company ("AGM") to be held at Room 3604-05, 36/F., Tower One, Lippo Centre, 89 Queenoway, Admiralty, Hong Kong on Friday, 26 September 2025 at 11:00 a.m. (and at any adjournment thereof) for the purpose of considering and, if thought fit, passing, with or without amendments, the resolutions as set out in the notice convening the AGM and to vote for me/us and in my/our name(s) in respect of the resolutions proposed under the numbered items in the said notice as indicated below and, if no such indication is given, as my/our proxy thinks fit and in respect of any other business that may properly come before the AGM and/or any adjournment thereof.

Please tick (✓) in the appropriate boxes to indicate how you wish your vote(s) to be cast.

ORDINARY RESOLUTIONS^{a} FOR^{a} AGAINST^{a}
1. To receive and consider the audited financial statements and the reports of the directors of the Company (the "Directors") and auditors for the year ended 31 March 2025.
2. (i) To re-elect Mr. Wang Yijun as an executive Director;
(ii) To re-elect Ms. Fong Man, Julisa as an non-executive Director;
(iii) To re-elect Mr. Yau Pak Yue as an independent non-executive Director;
(iv) To re-elect Dr. Chang Sun Bun, Benson as an independent non-executive Director;
(v) To re-elect Mr. Choi Wai Hong, Clifford as an independent non-executive Director; and
(vi) To authorise the board (the "Board") of Directors to fix the remuneration of the Directors.
3. To re-appoint Zhonghui Anda CPA Limited as the auditor of the Company and to authorise the Board to fix their remuneration.
4. To approve the general mandate to the Directors to exercise the power of the Company to repurchase shares in the capital of the Company representing up to 10% of the number of issued shares (excluding any Shares that are held as treasury shares, if any).
5. To approve the general mandate to the Directors to exercise the power of the Company to allot, issue and deal with additional shares not exceeding 20% of the number of issued shares (excluding any Shares that are held as treasury shares, if any).
6. To approve the extension to the general mandate granted to the Directors to allot, issue and deal with additional shares, including the resale and transfer of treasury shares, by the number of shares repurchased by the Company.
  • The full text of the resolutions is set out in the notice of the meeting.

Dated this ____ day of ____ 2025

Signed¹: _______

Notes:

  1. Full name(s) and address(es) must be inserted in BLOCK CAPITALS. The names of all joint registered holders should be stated.
  2. Please insert the number of shares registered in your name(s) to which the proxy related. If no number is inserted, this form will be deemed to relate to all the shares in the Company registered in your name(s).
  3. If any proxy other than the Chairman is preferred, strike out "the Chairman of the meeting" and insert the name and address of the proxy desired in the space provided. Any alternation made to this form must be initiated by the person who signs it.
  4. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTIONS, TICK THE BOXES MARKED "FOR". IF YOU WISH TO VOTE AGAINST THE RESOLUTIONS. TICK THE BOXES MARKED "AGAINST". Failure to complete any of the boxes will entitle your proxy to cast his votes 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.
  5. 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 signed either under its common seal or under the hand of an officer or attorney duly authorised.
  6. In the case of joint holders, 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 in respect of the joint holding, the first named being the senior.
  7. To be valid, this form of proxy together with 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 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 appointed for the holding of the meeting (or any adjournment thereof).
  8. The proxy need not be a member of the Company but must attend the AGM in person to represent you.
  9. Completion and return of this form of proxy will not preclude you from attending and voting at the AGM if you wish to do so and in such event, this form of proxy shall be deemed to be revoked.
  10. The description of the resolutions is by way of summary only. The full texts of the resolutions to be proposed at the Annual General Meeting are set out in the notice convening the Annual General Meeting.

PERSONAL INFORMATION COLLECTION STATEMENT

"Personal Data" in this statement has the same meaning as "personal data" defined in the Personal Data (Privacy) Ordinance, Cap 486 of the Laws of Hong Kong ("PDPO"), which includes your and your proxy's name and address. Your supply of the Personal Data is on a voluntary basis and for the purpose of processing your instructions as stated in this Proxy Form (the "Purpose"). If you fail to supply sufficient information, the Company may not be able to process your instructions. The Company may disclose or transfer the Personal Data to its subsidiaries, its Share Registrar and/or third party service provider who provides administrative, computer and other services to the Company 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. The Personal Data will be retained for such period as may be necessary to fulfill the Purposes (including for verification and record purposes). Request for access to and/or correction of the Personal Data can be made in accordance with the provisions of the PDPO and any such request should be in writing and sent to the Privacy Compliance Officer of Tricor Investor Services Limited at the above address.