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Impression Dahongpao Co., Ltd. — Proxy Solicitation & Information Statement 2026
May 11, 2026
50762_rns_2026-05-11_789caab4-82d0-486a-8f5c-8cbf3b334ec2.pdf
Proxy Solicitation & Information Statement
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印象大江池
Impression Dahongpao Co., Ltd.
印象大紅袍股份有限公司
(A joint stock company incorporated in the People's Republic of China with limited liability)
(Stock Code: 2695)
REVISED PROXY FORM FOR USE AT THE ANNUAL GENERAL MEETING
TO BE HELD ON THURSDAY, 28 MAY 2026
I/We (Note 1)
of
being the registered holder(s) of _ H shares (Note 2) of RMBS1.00 each in the capital of Impression Dahongpao Co., Ltd. (the "Company"),
hereby appoint the Chairman of the meeting or (Note 3) of
to act as my/our proxy at the annual general meeting of the Company to be held at Conference Room of the Company, Inside the Digital Tea Expo Hall Tea Expo Park, Resort Area Mount Wuyi City Fujian Province on Thursday, 28 May 2026 at 9:00 a.m. and at any adjournment thereof and to vote on my/our behalf as indicated below (Note 4). Unless otherwise defined, capitalized terms used in this notice shall have the same meanings as those defined in the circular of the Company dated 30 April 2025.
| ORDINARY RESOLUTIONS (NON-CUMULATIVE VOTING) | For (Note 4) | Against (Note 4) | ABSTAIN (Note 4) | |
|---|---|---|---|---|
| 1. | To consider and approve the resolution on the 2025 report of the Board. | |||
| 2. | To consider and approve the resolution on the 2025 audit report. | |||
| 3. | To consider and approve the resolution on the 2025 annual final financial report. | |||
| 4. | To consider and approve the resolution on the 2026 annual budget financial report. | |||
| 5. | To consider and approve the 2025 profit distribution plan. | |||
| 6. | To consider and approve the resolution on the 2025 annual report and its summary. | |||
| 7. | To consider and approve the resolution on the projected 2026 ordinary related party transactions. | |||
| 8. | To consider and approve the resolution on the appointment of the auditor for 2026. | |||
| 9. | To consider and approve the resolution on the estimated quota for purchasing wealth management products using idle funds in 2026. | |||
| SPECIAL RESOLUTIONS (NON-CUMULATIVE VOTING) | For (Note 4) | Against (Note 4) | ABSTAIN (Note 4) | |
| 10. | To consider and approve the resolution on increase of registered capital of the Company and the amendments to the articles of association and related policies. | |||
| ORDINARY RESOLUTIONS (CUMULATIVE VOTING) | Number of Votes (Note 11) | |||
| 11. | To consider and approve the election of the fourth session of the Board: | |||
| 11.1 The appointment of Mr. Zheng Bin as an executive Director; | ||||
| 11.2 The appointment of Mr. Chen Shixiong as a non-executive Director; | ||||
| 11.3 The appointment of Mr. Ma Qingnan as a non-executive Director; | ||||
| 11.4 The appointment of Mr. Chan Tse Kit as an independent non-executive Director; | ||||
| 11.5 The appointment of Ms. Wang Xiaomin as an independent non-executive Director; and | ||||
| 11.6 The appointment of Ms. Guo Ruizheng as an independent non-executive Director. |
Dated: ___ 2026
Shareholder's signature(s) (Note 5): ___
Notes:
- Full name(s) and address(es) to be inserted in BLOCK CAPITALS.
- Please insert the number of H shares of RMB1.00 each registered in your name(s). If no number is inserted, this revised form of proxy will be deemed to relate to all the shares in the Company registered in your name(s).
- If any proxy other than the Chairman is preferred, please strike out "the Chairman of the meeting or" and insert the name and address of the proxy you wish to appoint in the space provided. ANY ALTERATION MADE TO THIS REVISED PROXY FORM MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.
- IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, PLEASE PUT A TICK (,") IN THE BOX MARKED "FOR" BESIDE THE APPROPRIATE RESOLUTION. IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, PLEASE PUT A TICK (,") IN THE BOX MARKED "AGAINST" BESIDE THE APPROPRIATE RESOLUTION. IF YOU WISH TO ABSTAIN FROM VOTING ON THE RESOLUTION, PLEASE PUT A TICK (*,") IN THE BOX MARKED "ABSTAIN" BESIDE THE RESOLUTION. IN COUNTING THE VOTING RESULTS FOR A RESOLUTION, ABSTAINED VOTES WILL BE REGARDED AS VOTES WITH VOTIN GRIGHTS. If no direction is given, your proxy may either vote or abstain at his/her discretion. 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 revised proxy form must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must be either executed under its common seal or under the hand of an officer or attorney duly authorised.
- Where there are joint registered holders of any share, any one of such persons may vote at any meeting, either personally or by proxy, in respect of such share as if he/she were solely entitled thereto; but if more than one of such joint holders be present at any meeting 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 share shall alone be entitled to vote in respect thereof.
- To be valid, this revised proxy form, together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy thereof, must be lodged with the branch share registrar of the Company in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than 24 hours before the time appointed for holding the meeting or any adjournment thereof.
- Any member entitled to attend and vote at the meeting is entitled to appoint proxy to attend and vote in his/her stead. The proxy need not be a shareholder of the Company but must attend the meeting in person to represent you.
- The proxy would have full discretion on how to vote or whether to abstain on any resolution (e.g. a procedural motion) properly put to the meeting as well as those already set out in the notice of the meeting.
- Completion and deposit of the revised proxy form will not preclude you from attending and voting at the meeting if you so wish.
- Resolution 11 on the election of Directors shall adopt the cumulative voting system, with no options for "for," "against," or "abstain." According to Article 89 of the Articles of Association, the cumulative voting system means that when Directors are being elected during a shareholders' meeting, each share shall carry the same number of voting rights as the number of Directors to be elected, and the voting rights held by Shareholders may be used collectively. That is, each valid voting share held by the Shareholders shall represent the same number of votes as the total number of the Directors to be elected at the shareholders' meeting, and the votes held by a Shareholder are equal to the number of shares he/she holds multiplied by the total number of the Directors to be elected. A Shareholder may vote for one candidate for Directors with all his/her voting rights, or may exercise their voting rights separately and vote for several candidates for Directors. The elected Directors shall be determined based on the final number of votes cast for the Directors. In particular:
(1) The total number of votes a Shareholder holds for electing non-independent Directors is 3 times of the number of shares they own, where 3 is the number of non-independent Director candidates in the current election. Shareholders may distribute the votes equally among all candidates or allocate them arbitrarily among the aforementioned candidates, provided the total does not exceed 3 times of their shareholding.
(2) The total number of votes a Shareholder holds for electing independent non-executive Directors is 3 times of the number of Shares held. The Shareholder may distribute the votes equally among the 3 independent non-executive Director candidates or allocate them arbitrarily among the aforementioned candidates, provided the total not exceeding 3 times of their shareholding.
(3) Please note that voting rights could be exercised in a dispersed manner. If you intend to allocate your shareholding equally among all candidates, please mark a “/” in the appropriate space under the “Number of Votes” column in this revised proxy form. Otherwise, please specify the number of voting rights shares allocated to each candidate in the “Number of Votes” column.
(4) Please note that if the total number of voting rights you exercise for a particular candidate exceeds the total voting rights you hold under the relevant resolutions, the vote shall be invalid and deemed as a waiver of voting rights. Conversely, if the total number of voting rights you exercise for a particular candidate is less than the total voting rights you hold under the relevant resolution group, the vote shall be valid, and the shortfall shall be deemed as a waiver of voting rights.
- Please note that if the Shareholders have not yet submitted the original proxy form for the AGM (issued with the notice of the AGM dated 30 April 2026) (the "Original Proxy Form") to the Company or the H-Share Transfer Registrar of the Company, only this revised proxy form (the "Revised Proxy Form") needs to be submitted. If you have already submitted the Original Proxy Form to the Company or the H-Share Transfer Registrar of the Company:
(1) A completed Revised Proxy Form shall be deemed as the valid proxy form submitted by the relevant Shareholder.
(2) If the Shareholder fails to submit the Revised Proxy Form, the previously submitted Original Proxy Form (if correctly completed) shall remain valid and applicable within the permitted scope. The voting method for Resolution 11 "Review and Approval of the Election of the Fourth Board of Directors" has been altered, rendering any vote on this resolution invalid and deemed as an abstain of the Shareholder's voting rights on Resolution 11 of the AGM.
(3) If the Revised Proxy Form is submitted to the Company or the H-Share Registrar of the Company after the deadline, it shall be deemed invalid. The previously submitted Original Proxy Form will not be revoked. The Original Proxy Form (if correctly completed) shall remain valid and be applicable within the scope permitted as mentioned above.
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 Personal Data is supplied to the Company on a voluntary basis. Failure to provide sufficient information may render the Company not able to process your instructions and/or request as stated in the Revised Proxy Form.
(iii) Your Personal Data may be disclosed or transferred by the Company to its subsidiaries, the branch share registrar, and/or other companies or bodies for any of the stated purposes, and retained for such period as may be necessary for 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 and sent to the Personal Data Privacy Officer of the branch share registrar.