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Joy Spreader Group Inc. — AGM Information 2022
May 5, 2022
51106_rns_2022-05-05_1e144613-5344-4646-878e-1943dd1714e5.pdf
AGM Information
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Joy Spreader Group Inc. 樂享集團有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 6988)
FORM OF PROXY FOR USE AT ANNUAL GENERAL MEETING TO BE HELD ON JUNE 17, 2022
I/We (Name) of (Address)
(Block capitals, please) being the holder(s) of
(Note 1) shares of HK$0.00001 each in the share capital of Joy Spreader Group Inc.
(the “ Company ”) hereby appoint (Name) of (Address) or failing him/her (Name) of (Address) or failing him/her, the chairman of the meeting [(Note][2)] as my/our proxy to attend and vote for me/us and on my/our behalf at the Annual General Meeting ofat any adjournment thereof or on any resolution or motion which is proposed thereat. My/our proxy is authorised and instructed to vote as indicatedthe Company to be held at Joy Spreader Group, 27/F, Wangjing Jinhui Building, Chaoyang District, Beijing on Friday, June 17, 2022 at 2:00 [(see] p.m. [Note] and [3)] in respect of the undermentioned resolutions:
| Ordinary Resolutions(Note 3) | Ordinary Resolutions(Note 3) | For(Note 3) | Against(Note 3) | Against(Note 3) | ||||
|---|---|---|---|---|---|---|---|---|
| 1. | To receive and adopt the audited consolidated financial statements of the Company and the report of | |||||||
| the directors and the auditor’s report of the Company for the year ended December 31, 2021. | ||||||||
| 2. | To re-elect Mr. Zhu Zinan as an executive Director of the Company. | |||||||
| 3. | To re-elect Mr. Hu Qingping as a non-executive Director of the Company. | |||||||
| 4. | To re-elect Mr. Tang Wei as an independent non-executive | Director of the Company. | ||||||
| 5. | To authorise the board of Directors of the Company to fix | the remuneration of the Directors. | ||||||
| 6. | To re-appoint Deloitte Touche Tohmatsu as the auditor of the Company and to authorise the board | |||||||
| of Directors to fix its remuneration. | ||||||||
| 7. | To grant a general mandate to the Directors to allot, issue and deal with Shares of the Company not | |||||||
| exceeding 20% of the total Shares of the Company in issue | as at the date of passing this resolution. | |||||||
| 8. | To grant a general mandate to the Directors to buy back Shares of the Company not exceeding 10% | |||||||
| of the total Shares of the Company in issue as at the date of passing this resolution. | ||||||||
| 9. | To extend the general mandate granted under the resolution numbered 7 by adding | the Shares bought | ||||||
| back pursuant to the general mandate granted under the resolution numbered 8. | ||||||||
| Special Resolutions(Note 3) | For(Note 3) | Against(Note 3) | ||||||
| 10. | (a) To approve the amendment of current memorandum and articles of association of the Company, | |||||||
| and adoption of this amended memorandum and articles of association of the Company as the | ||||||||
| third amended and restated memorandum and articles of | association of the Company (the “Third | |||||||
| Amended and Restated Memorandum and Articles of Association”); and | ||||||||
| (b) To authorise any one Director of the Company to do all such acts, deeds, matters and things as | ||||||||
| he or she may in his or her absolute discretion consider necessary or desirable or expedient for | ||||||||
| the purpose of the implementation of and giving effect to the adoption of the Third Amended and | ||||||||
| Restated Memorandum and Articles of Association and to attend to any necessary registration | ||||||||
| and filing for and on behalf of the Company. | ||||||||
| Dated | this day of , 2022 |
Signature(s): | (Note 5) | |||||
| Notes: | ||||||||
| 1. | Please insert the number of shares registered in your name(s); if no number is inserted, this form of proxy will be deemed to relate to all the shares in the capital of the | |||||||
| Company registered in your name(s). | ||||||||
| 2. | A member may appoint more than one proxy of his/her own choice. If such an appointment is made, strike out the words “the chairman of the meeting”. Any alteration | |||||||
| made to this form of proxy must be initialled by the person who signs | it. | |||||||
| 3. | IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, PLEASE TICK THE BOX MARKED “For”. IF YOU WISH TO VOTE AGAINST ANY | |||||||
| RESOLUTION, PLEASE TICK THE BOX MARKED “Against”. Failure to tick a box will entitle your proxy to cast your vote 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. | |||||||
| 4. | If the appointor is a corporation, this form must be under common seal or under the hand of an | officer, attorney, or other person duly authorised on that behalf. | ||||||
| 5. | In the case of joint holders, the signature of any one holder will be sufficient but the names of | all the joint holders should be stated. | ||||||
| 6. | In the case of joint holders, the signature of any one holder will be sufficient but the names of all the joint holders should be stated. Where there are joint holders of any | |||||||
| share of the Company, any one of such joint holders may vote at the meeting, either in person 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 the meeting, the vote of the senior who tenders a vote, whether in person or by proxy, will | be accepted to the exclusion | |||||||
| of the vote(s) of the other joint holder(s), and for this purpose seniority shall be determined as that one of the said persons so present whose name stands first on the | register | |||||||
| in respect of such share shall alone be entitled to vote in respect thereof. | ||||||||
| 7. | In order to be valid, this form of proxy must be completed, signed and deposited at the Company’s branch share registrar in | Hong Kong, Computershare Hong Kong | Investor | |||||
| Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong together with the power of attorney or other authority (if any) under which | ||||||||
| it is signed (or a notarially certified copy thereof) not less than 48 hours | before the time appointed for the holding of the Annual General Meeting (i.e. 2:00 p.m. on Friday, | |||||||
| June 15, 2022) or not less than 48 hours before the time appointed for the holding of any adjournment thereof. The completion and return of | the form of proxy shall not | |||||||
| preclude shareholders of the Company from attending and voting in person at the above meeting (or any adjourned meeting thereof) if they so wish. | ||||||||
| 8. | A proxy need not be a shareholder of the Company. |
PERSONAL INFORMATION COLLECTION STATEMENT
Yourproxies)supplyand ofyouryourvotingand instructionsyour proxy’sfor(ortheproxies’)meetingname(s)of the Companyand address(es)(the “ Purposes is on a voluntary”). We maybasistransferfor theyourpurposeand yourof processingproxy’s (oryourproxies’)requestname(s)for theandappointmentaddress(es)oftoa ourproxyagent,(or contractor, 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’) name(s) and address(es) will be retained for such period as may be necessary to fulfill the Purposes. Request for access to and/or correction of the relevant personal data can be made in accordance with the provisions of the Personal Data (Privacy) Ordinance and any such request should be in writing by mail to the Company/Computershare Hong Kong Investor Services Limited at the above address.