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Jiangsu Lopal Tech. Group Co., Ltd. — Proxy Solicitation & Information Statement 2025
May 6, 2025
50611_rns_2025-05-06_572d273e-83d4-413c-9130-021482aef713.pdf
Proxy Solicitation & Information Statement
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Lopal
龙蜡科技
Jiangsu Lopal Tech. Co., Ltd.
江蘇龍蜡科技股份有限公司
(a joint stock company incorporated in the People's Republic of China with limited liability)
(Stock Code: 2465)
Form of Proxy for 2024 Annual General Meeting
to be held on May 28, 2025
I/We³
of
being the registered holder(s) of²
H shares of RMB1.00 each in the share capital of Jiangsu Lopal Tech. Co., Ltd. (the “Company”) HEREBY APPOINT
THE CHAIRMAN OF THE MEETING³ or
of
as my/our proxy to attend and act for me/us at the 2024 annual general meeting of the Company to be held at 2nd Floor, Large Conference Room, No. 6 Hengtong Avenue, Nanjing Economic and Technological Development Zone, Nanjing, Jiangsu Province, PRC on Wednesday, May 28, 2025 at 2:00 p.m. (the “AGM”) and any adjournment thereof for the purpose of considering and, if thought fit, passing the resolutions as set out in the notice convening the AGM and at any adjournment thereof to vote for me/us and in my/our name(s) in respect of the resolutions as indicated below. Unless otherwise indicated, capitalized terms use herein shall have the same meaning as those defined in the circular of the Company dated May 6, 2025.
| ORDINARY RESOLUTIONS | For⁴ | Against⁴ | Abstain⁴ | |
|---|---|---|---|---|
| 1. | To consider and approve the work report of the board of directors of the Company for the year 2024. | |||
| 2. | To consider and approve the work report of the board of supervisors of the Company for the year 2024. | |||
| 3. | To consider and approve the Company's 2024 annual report and summary. | |||
| 4. | To consider and approve the Company's final financial report for the year 2024. | |||
| 5. | To consider and approve the Company's proposed financial budget report for the year 2025. | |||
| 6. | To consider and approve the 2024 profit distribution plan. | |||
| 7. | To consider and approve the report on continuing related party transactions of the company in 2024 and the estimate of continuing related party transactions for the year 2025. | |||
| 8. | To consider and approve the proposed remuneration scheme for directors and senior management of the Company for the year 2025. | |||
| 9. | To consider and approve the proposed remuneration scheme for supervisors of the Company for the year 2025. | |||
| 10. | To consider and approve the work report of independent directors of the Company for the year 2024. | |||
| 11. | To consider and approve the shareholder return plan for 2025 to 2027. | |||
| 12. | To consider and approve the Company's unrecovered losses amounting to one-third of the total paid-up share capital. | |||
| 13. | To consider and approve the revised management manual for the Company's cash proceeds. | |||
| 14. | To consider and approve the appointment of domestic and international auditors for the year 2025. |
| SPECIAL RESOLUTIONS | For^{4} | Against^{4} | Abstain^{4} |
|---|---|---|---|
| 15. To consider and approve the general mandate to issue additional A shares of the Company under simplified procedure. | |||
| 16. To consider and approve the proposed grant of general mandate to the board of directors of the Company to issue, allot and deal with additional H shares not exceeding 20% of the total number of the H shares in issue as of the date of passing this proposed resolution for a period from the date of passing of this proposed resolution at the AGM until earliest of (i) the conclusion of the Company's next annual general meeting to be held in 2026; or (ii) the revocation or variation of the general mandate granted to the Board under this resolution passed by the Shareholders at the general meeting of the Company, and to authorize the board of directors of the Company (i) to make amendments to the articles of association of the Company as it thinks fit so as to reflect the new share capital structure upon the issuance or allotment of additional shares of the Company pursuant to the general mandate; and (ii) to execute and implement all such documents, do all such acts and things or take any steps in connection with and to give effect to the general mandate to the extent permitted by applicable laws and regulations. |
Date: ____
Signature(s)⁷: ____
Notes:
- Full name(s) and address(es) must be inserted in BLOCK CAPITALS.
- Please insert the number of shares registered in your name(s) to which this proxy related. 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 words “THE CHAIRMAN OF THE MEETING” and insert the name and address of the proxy desired in the space provided. A shareholder entitled to attend and vote at the AGM may appoint one or more proxies to attend and vote in his/her stead. A proxy need not be a shareholder of the Company but must attend the AGM in person to represent you. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.
- IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, PLEASE TICK IN THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, PLEASE TICK IN THE BOX MARKED “AGAINST”. IF YOU WISH TO ABSTAIN FROM VOTING ON ANY RESOLUTION, TICK IN THE BOX MARKED “ABSTAIN”. If you do not indicate how you wish your proxy to vote, your proxy will be entitled to exercise his/her discretion or abstain from voting. Unless you have indicated otherwise in this form of proxy, your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the AGM other than those referred to in the notice convening the AGM.
- This form of proxy must be signed by you or your attorney duly authorized in writing. In case of a corporation, the same must be either under its common seal or under the hand of its director(s) or duly authorized attorney(s). If the form of proxy is signed by an attorney of the shareholder, the power of attorney authorizing that attorney to sign or other authorization document must be notarized.
- In case of joint holders of any share, any one of such joint holders may vote at the AGM, either in person or by proxy, in respect of such shares as if he/she is solely entitled thereto. However, if more than one of such joint holders are present at the AGM, personally or by proxy, the vote of the joint holder whose name stands first in the register of members and who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of other joint holder(s).
- In order to be valid, the form of proxy together with the power of attorney or other authorization document (if any) must be deposited at the H share registrar of the Company not less than 24 hours before the time appointed for holding the AGM or any adjournment thereof (as the case may be). Completion and return of a form of proxy will not preclude a shareholder from attending and voting in person at the AGM if he/she so wishes. The H share registrar of the Company is Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong.
- Shareholders or their proxies attending the AGM shall produce their identity documents.
- All times refer to Hong Kong local time, except as otherwise stated.
PERSONAL INFORMATION COLLECTION STATEMENT
"Personal Data" in this proxy form has the same meaning as "personal data" in the Personal Data (Privacy) Ordinance, Cap 486 ("PDPO"), which includes your and your proxy's name and address.
Your and your proxy's Personal Data provided in this proxy form will be used in connection with processing your request for the appointment of a proxy to attend, act and vote on your behalf as directed above at the AGM. The supply of your and your proxy's Personal Data is on voluntary basis. However, we may not be able to process your request unless you provide us with your and your proxy's Personal Data.
Your and your proxy's Personal Data will be disclosed or transferred to the Company, the Company's H share registrar and/or other companies or bodies for the purpose stated above, or when it is required to do so by law, for example, in response to a court order or a law enforcement agency's request, and will be retained for such period as may be necessary for our verification and record purpose.
By providing your proxy's Personal Data in this proxy form, you should have obtained the express consent (which has not been withdrawn in writing) from your proxy in using his/her Personal Data provided in this proxy form and that you have informed your proxy of the purpose for and the manner in which his/her Personal Data may be used.
You/your proxy have/has the right to request access to and/or correction of your/your proxy's Personal Data respectively in accordance with the provisions of the PDPO. Any such request for access to and/or correction of your and your proxy's Personal Data should be in writing to the Privacy Compliance Officer of Computershare Hong Kong Investor Services Limited at the above address.