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Imperium Financial Group Limited — Proxy Solicitation & Information Statement 2025
Aug 22, 2025
51224_rns_2025-08-22_1f3b7013-7d28-4b24-a57b-d068958f006d.pdf
Proxy Solicitation & Information Statement
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CNCG
CHINA NATIONAL CULTURE GROUP LIMITED
中國國家文化產業集團有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock code: 745)
FORM OF PROXY
FOR THE ANNUAL GENERAL MEETING TO BE HELD ON 18 SEPTEMBER 2025
I/We¹
of
being the holder(s) of² ____ shares (the “Shares”) of HK$0.01 each in the share capital of China National Culture Group Limited (the “Company”), HEREBY APPOINT THE CHAIRMAN OF THE MEETING³, or ____
of
as my/our proxy to attend and act for me/us and on my/our behalf at the annual general meeting (the “Meeting”) of the Company to be held at Portion 2, 12/F., The Center, 99 Queen’s Road Central, Hong Kong on Thursday, 18 September 2025 at 11:00 a.m. (or at any adjournment thereof) for the purpose of considering and, if thought fit, passing the ordinary resolutions as set out in the notice convening the Meeting and at the Meeting (or at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of such resolutions as hereunder indicated, and, if no such indication is given, as my/our proxy thinks fit. My/our proxy will also be entitled to vote on any matter properly put to the Meeting in such manner as he thinks fit.
Capitalised term used in this form of proxy shall have the same meaning as those defined in the circular of the Company dated 22 August 2025 unless content requires otherwise.
| Ordinary Resolutions | For⁴ | Against⁴ | |
|---|---|---|---|
| 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 March 2025 | ||
| 2. | (i) To re-elect Mr. LIU Kwong Sang as independent non-executive Director | ||
| (ii) To re-elect Ms. WANG Miaojun as independent non-executive Director | |||
| (iii) To re-elect Ms. SUN Wei as executive Director | |||
| (iv) To re-elect Ms. MAN Qiaozhen as executive Director | |||
| (v) To re-elect Mr. WANG Shidi as executive Director | |||
| (vi) To authorise the Board of Directors to fix the remuneration of each Director | |||
| 3. | To re-appoint Infinity CPA Limited as the Auditor, and authorise the Board of Directors to fix their remuneration | ||
| 4. | To give a general mandate to the Directors to repurchase shares of the Company | ||
| 5. | To give a general mandate to the Directors to issue new shares of the Company | ||
| 6. | To extend the general mandate to be given to the Directors to issue shares of the Company by adding the number of shares repurchased | ||
| 7. | To consider and approve the adoption of the 2025 Share Option Scheme. |
Signature⁵ _______
Date: _______
Notes:
- Full name(s) and address(es) must be inserted in BLOCK CAPITALS. The names of all joint registered holders should be stated.
- Please insert the number of Shares registered in your name(s) to which this proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all Shares registered in your name(s).
- If any proxy other than the Chairman of the Meeting is preferred, strike out “the Chairman of the Meeting” and insert the name and address of the proxy desired in the space provided. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.
- IMPORTANT: If you wish to vote for a resolution, tick in the box marked “For”. If you wish to vote against a resolution, tick in the box marked “Against”. If no direction is given, your proxy may vote or abstain as he/she thinks fit. 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 notice convening the Meeting.
- 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 either under its common seal or under the hand of an officer, attorney or other person duly authorised to sign the same.
- In order to be valid, this form of proxy together with the notarised certified power of attorney (if any) or other authority (if any) under which it is signed, must be lodged with the branch share registrar of the Company, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the annual general meeting or any adjournment thereof (as the case may be).
- In the case of joint registered holders of any Shares, any one of such persons may vote at the Meeting, either personally or by proxy, in respect of such Shares as if he/she was solely entitled thereto; but if more than one of such joint registered holders be present at the Meeting, either personally or by proxy, that one of the said persons so present whose name stands first on the register of members in respect of such Shares shall be accepted to the exclusion of the votes of the other joint registered holders.
- The proxy need not be a member of the Company but must attend the Meeting in person to represent you.
- Completion and return of this form will not preclude you from attending and voting at the Meeting if you so wish. If you attend and vote at the Meeting, the authority of your proxy will 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 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 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. You/your proxy (or proxies) has/have the right to request access to and/or correction of the relevant personal data in accordance with the provisions of the Personal Data (Privacy) Ordinance and any such request should be in writing to the Privacy Compliance Officer of Tricor Investor Services Limited at the above address.