Khoon Group Limited — Proxy Solicitation & Information Statement 2019

Oct 18, 2019

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Khoon Group Limited 坤集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 924)

FORM OF PROXY FOR THE ANNUAL GENERAL MEETING

I/We [note][1]

of

being the registered holder(s) of [note][2] in the capital of Khoon Group Limited (the “Company”), HEREBY APPOINT [note]

ordinary shares of HK$0.01 each 3 THE CHAIRMAN OF THE MEETING,

or

of

as my/our proxy to attend for me/us and on my/our behalf at the annual general meeting (and at any adjournment thereof) of the Company to be held at 10:00 a.m. on Friday, 29 November 2019 at Block 5000, Ang Mo Kio Avenue 5, #04-01 Techplace II, Singapore 569870 for the purpose of considering and, if thought fit, passing the resolutions as set out in the notice (the “Notice”) convening the said meeting and at such meeting (or at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of the resolutions as hereunder indicated or, if no such indication is given, as my/our proxy thinks fit.

		ORDINARY RESOLUTIONS*	ORDINARY RESOLUTIONS*	ORDINARY RESOLUTIONS*	FORnote 4	FORnote 4	AGAINSTnote 4	AGAINSTnote 4
1.	To receive, consider and adopt the audited financial statements, the report of the directors
	and	the independent auditor’s	report of the Company for the year ended 30		June 2019.
2.	(A)	To re-elect Mr. Ang Jui Khoon as an executive director of the Company.
	(B)	To re-elect Mr. Ang Kok Kwang (Hong Guoguang) as an executive director of the
		Company.
	(C)	To re-elect Mr. Ang Yong Kwang (Hong Yongquan) as an executive director of the
		Company.
	(D)	To re-elect Ms. Tan Pei Fung as an independent non-executive director of the
		Company.
	(E)	To re-elect Mr. Yeo Kwang Maccann as an independent non-executive director of the
		Company.
	(F)	To re-elect Mr. Hon Chin Kheong (Han Zhenqiang)		as an independent non-executive
		director of the Company.
	(G)	To authorize the board of	directors of the Company to fix the directors’remuneration.
3.	To re-appoint Deloitte & Touche LLP as the auditor of the Company and to authorize the
	board of directors of the Company to fix their remuneration.
4.	(A)	To grant a general mandate to the directors of the Company to allot, issue or
		otherwise deal with additional shares not exceeding 20% of the total number of
		issued shares of the Company.
	(B)	To grant a general mandate to the directors of the Company to repurchase the
		Company’s shares not exceeding 10% of the total		number of issued shares of the
		Company.
	(C)	Conditional upon the passing of resolutions nos. 4(A) and 4(B), to extend the general
		mandate granted to the directors of the Company to issue shares by the number of
		shares repurchased.

• Please refer to the Notice for the full text of the resolutions.

Date:

Signature(s) [note][5] :

Notes:

1. Full name(s) and address(es) must be inserted in BLOCK CAPITALS. The names of all joint holders should be stated.

2. Please insert the number of shares registered in your name(s) to which the proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all the shares of the Company registered in your name(s).

3. 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 desired in the space provided. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON(S) WHO SIGN(S) IT.

4. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, TICK THE RELEVANT BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST A RESOLUTION, TICK THE RELEVANT BOX MARKED “AGAINST”. Failure to tick either box will entitle your proxy to cast your vote or abstain at his discretion. Your proxy will also be entitled to vote or abstain at his discretion on any resolution properly put to the meeting other than those referred to in the notice convening the meeting.

5. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorized in writing or, if the appointor is a corporation, either under its seal or under the hand of an officer, attorney or other person authorized to sign the same.

6. Any shareholder of the Company (“Shareholder”) entitled to attend and vote at a meeting of the Company shall be entitled to appoint another person as his proxy to attend and vote instead of him. A Shareholder who is the holder of two or more shares of the Company may appoint more than one proxy to represent him and vote on his behalf at a general meeting of the Company or at a class meeting. A proxy need not be a Shareholder. A proxy shall be entitled to exercise the same powers on behalf of a Shareholder who is an individual and for whom he acts as proxy as such Shareholder could exercise. In addition, a proxy shall be entitled to exercise the same powers on behalf of a Shareholder which is a corporation and for which he acts as proxy as such Shareholder could exercise if it were an individual Shareholder.

7. This form of proxy and the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power or authority, shall be delivered to the office of the Hong Kong branch share registrar and transfer office of the Company, Boardroom Share Registrars (HK) Limited, at 2103B, 21/F, 148 Electric Road, North Point, Hong Kong not less than forty-eight (48) hours before the time appointed for holding the meeting or adjourned meeting at which the person named in this form of proxy proposes to vote, and in default this form of proxy shall not be treated as valid. Completion and return of a form of proxy will not preclude you from attending and voting in person at the meeting or any adjournment thereof, should you so wish. In the event that you attend the meeting after having lodged this form of proxy, this form of proxy will be deemed to have been revoked.

8. Where there are joint registered holders of any share of the Company, any one of such persons may vote at any meeting, either personally or by proxy, in respect of such share of the Company as if he 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 shareholder in respect of such share of the Company shall alone be entitled to vote in respect thereof.