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InvesTech Holdings Limited Proxy Solicitation & Information Statement 2021

Dec 23, 2021

49676_rns_2021-12-23_44d895f9-4668-4d21-acfa-ab0f066fad5e.pdf

Proxy Solicitation & Information Statement

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InvesTech Holdings Limited 威訊控股有限公司

(Incorporated in the Cayman Islands and continued in Bermuda with limited liability)

(Stock Code: 1087)

FORM OF PROXY FOR THE SPECIAL GENERAL MEETING TO BE HELD ON THURSDAY, 13 JANUARY 2022

I/We [(Note][1)]

of

being the registered holder(s) of [(Note][2)] ordinary shares (the “ Shares ”) of US$0.01 each in the capital of InvesTech Holdings Limited (the “ Company ”) HEREBY APPOINT THE CHAIRMAN OF THE MEETING [(Note][3)] , or failing him of

as my/our proxy to attend and act for me/us and on my/our behalf at the special general meeting of the Company to be held at 22/F, Euro Trade Centre, 13–14 Connaught Road Central, Central, Hong Kong on Thursday, 13 January 2022 at 11:00 a.m. (or any adjournment thereof) (the “ Meeting ”) to vote for me/us and in my/our name(s) in respect of such resolutions as hereunder indicated, or, 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/she thinks fit.

Please make a mark in the appropriate boxes to indicate how you wish your vote(s) to be casted on a poll [(Note][4)] .

ORDINARY RESOLUTION [(Note][10)] FOR [(Note][4)] AGAINST [(Note][4)] To approve, confirm and ratify the placing agreement dated 22 November 2021 (the “ Placing Agreement ”) entered into between the Company and VC Brokerage Limited in relation to the placing of up to 33,000,000 new ordinary shares (the “ Placing Share(s) ”) at the placing price of HK$1.5 per Placing Share, and all the transactions contemplated thereunder; and the granting of a specific mandate to the Directors to allot and issue the Placing Shares in accordance with the terms and conditions of the Placing Agreement; and to authorise any one or more of the Directors to do all such acts and things and execute all such documents which he/they consider necessary, desirable or expedient for the purpose of, or in connection with, the implementation of giving effect to the Placing Agreement, the transactions contemplated thereunder and the allotment and issue of the Placing Shares under the relevant specific mandate.

Shareholder’s Signature [(Notes][5][to][9)]

Date

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 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).

  3. If any proxy other than the Chairman of the Meeting is preferred, strike out “THE CHAIRMAN OF THE MEETING, or failing him” 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.

  4. 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/it thinks fit. Your proxy will also be entitled to vote at his/her/its discretion on any resolution properly put to the Meeting other than those referred to in the notice convening the Meeting.

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

  6. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his/her/its 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 duly 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 aLimited,certifiedlocatedcopy atof17MsuchFloor,powerHopewellor authorityCentre,shall183beQueen’sdeliveredRoadto East,the Company’sWanchai, HongbranchKongshare(theregistrar“ Share Registrar in Hong Kong,”) as soonComputershareas possible andHongin Kongany eventInvestornot laterServicesthan 48 hours before the time appointed for holding the Meeting or adjourned Meeting at which the person named in the instrument proposes to vote.

  8. Delivery of an instrument appointing a proxy shall not preclude a member from attending and voting in person at the Meeting convened.

  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/she/it were solely entitled thereto; but if more than one of such joint holders be present at any 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 in respect of the joint holding.

  10. The description of these resolutions is by way of summary only. The full text appears in the notice of the Meeting of the Company dated 24 December 2021.

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 your and your proxy’s (or proxies’) Personal Data is on a voluntary basis for the purposes of processing your request for the appointment of a proxy (or proxies) and your voting instructions for the Meeting of the Company (the “ Purposes ”).

  • (iii) We may transfer your and your proxy’s (or proxies’) Personal Data to the Share Registrar, our subsidiaries, agent, contractor, and/or third-party service provider who provides administrative, computer and other services to us 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. Your and your proxy’s (or proxies’) Personal Data will be retained for such period as may be necessary to fulfil the Purposes and for verification and record purposes.

  • (iv) You have the right to request for access to and/or correction of the relevant personal data can be made in accordance with the provisions of the PDPO and any such request should be in writing by mail to Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong (Attention: Personal Data Privacy Officer) or by email to [email protected].