IDT International Limited — Proxy Solicitation & Information Statement 2021

Jul 27, 2021

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ASIA COMMERCIAL HOLDINGS LIMITED 冠亞商業集團有限公司[*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 104)

Proxy Form for use at the Annual General Meeting to be held on Friday, 17 September 2021 at Qin & Han Rooms, Dynasty Club, 7th Floor, South West Tower, Convention Plaza, 1 Harbour Road, Wanchai, Hong Kong (and at any adjournment thereof)

I/We [(note 1)]

of being the registered holder(s) of [(note 2)] in the capital of ASIA COMMERCIAL HOLDINGS LIMITED (“the Company”) hereby appoint [(note 3)] of

ordinary shares of HK$0.20 each

or failing him of

or failing him, the Chairman of the meeting to act as my/our proxy to attend and, in the event of a poll, vote for me/us at the Annual General Meeting of the Company to be held at Qin & Han Rooms, Dynasty Club, 7th Floor, South West Tower, Convention Plaza, 1 Harbour Road, Wanchai, Hong Kong on Friday, 17 September 2021 at 10:00 a.m. (and at any adjournment thereof) as directed below or, if no such indication is given, as my/our proxy thinks fit.

	Ordinary Resolutions	For(note 4)	Against(note 4)
1.	To receive and consider the audited financial statements, the Directors’ report and the independent auditor’s report for the year ended 31 March 2021.
2.	(a) To re-elect Mr. Eav Feng Ming, Jonathan as an executive director.
	(b) To re-elect Mr. Lee Tat Cheung, Vincent as an independent non-executive director.
	(c) To authorise the Board of Directors to fix the remuneration of Directors for the year ending 31 March 2022.
3.	To re-appoint Crowe Horwath (HK) CPA Limited as auditor and authorise the Board of Directors to fix their remuneration.
4(A).	Ordinary Resolution No. 4(A) of the Notice of Annual General Meeting (To give a general mandate to the Directors to repurchase shares of the Company not exceeding 10 per cent. of the total number of issued shares of the Company).
4(B).	Ordinary Resolution No. 4(B) of the Notice of Annual General Meeting (To give a general mandate to the Directors to allot and issue shares of the Company not exceeding 20 per cent. of the total number of issued shares of the Company).
4(C).	Ordinary Resolution No. 4(C) of the Notice of Annual General Meeting (To extend the general mandate to be given to the Directors to issue shares by addition of an amount not exceeding the number of shares repurchased by the Company).

Dated 2021

Shareholder’s signature [(note 5)]

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS. The name of all joint holders should be stated.

2. Please insert the number of shares of HK$0.20 each of the Company registered in your name(s) to which this proxy form (the “Proxy Form”) relates; if no number is inserted, the Proxy Form will be deemed to relate to all the shares in the capital of the Company registered in your name(s).

3. Please insert the name and address of the proxy desired in BLOCK CAPITALS. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE MEETING WILL ACT AS YOUR PROXY.

4. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, PLEASE PLACE A “ ✔ ” IN THE RELEVANT BOX MARKED “FOR”, IF YOU WISH TO VOTE AGAINST A RESOLUTION, PLEASE PLACE A “ ✔ ” IN THE RELEVANT BOX MARKED “AGAINST” . Failure to complete the boxes will entitle your proxy to abstain or cast his vote at his discretion. Your proxy will also be entitled to abstain or vote at his discretion on any resolution properly put to the meeting other than those referred to in the notice convening the meeting.

5. This proxy form must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, this proxy form must be under its common seal or under the hand of an officer or attorney duly authorised.

6. If more than one of the joint holders be present at the meeting personally or by proxy, that one of the said persons whose name stands first on the register of members in respect of the relevant shares will alone be entitled to vote in respect of them.

7. To be valid, the Proxy Form together with any power of attorney or other authority (if any) under which it is signed or notarially certified copy of such power or authority must be deposited at the Company’s branch share registrar, Tricor Secretaries Limited of Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time for holding the meeting or any adjournment thereof. Delivery of the Proxy Form shall not preclude a member of the Company from attending and voting in person at the meeting, in such event, the instrument appointing a proxy shall be deemed to be revoked.

8. Any member of the Company entitled to attend and vote at the above meeting is entitled to appoint a proxy to attend and vote instead of him. A proxy need not be a member of the Company. A member who is the holder of two or more shares of the Company may appoint more than one proxy to represent him to attend and vote on his behalf. 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.

9. Completion and delivery of this proxy form shall not preclude you from attending and voting in person if you so wish.

10. Any alterations made in this form should be initialed by the person who signs it.

11. Pursuant to Rule 13.39(4) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, any vote of shareholders at a general meeting must be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands.

PERSONAL INFORMATION COLLECTION STATEMENT

• (i) “Personal Data” in this statement has the same meaning as “personal data” in the Personal Data (Privacy) Ordinance, Chapter 486 of the Laws of Hong Kong (“PDPO”).

(ii) Your supply of Personal Data to the Company is on a voluntary basis. If you fail to provide sufficient information, the Company may not be able to process your appointment of proxy and other instructions.

• (iii) Your Personal Data may be disclosed or transferred by the Company to its subsidiaries, its share registrar and branch share registrar in Hong Kong, and/or other companies or bodies for any of the stated purposes, and retained for such period as may be necessary for our verification and record purposes.

(iv) You have the right to request access to and/or correction of your Personal Data in accordance with the provisions of the PDPO. Any such request for access to and/or correction of your Personal Data should be in writing to the Personal Data Privacy Officer of Tricor Secretaries Limited (the address stated in note 7 above).

* For identification purpose only