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Kimou Environmental Holding Limited — Proxy Solicitation & Information Statement 2025
Apr 25, 2025
51040_rns_2025-04-25_857287f8-24c0-4cc0-99bc-1e9045463f95.pdf
Proxy Solicitation & Information Statement
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金茂源
Kimou Environmental Holding Limited
金茂源環保控股有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 6805)
FORM OF PROXY FOR USE AT ANNUAL GENERAL MEETING HELD ON 23 MAY 2025
I/We (Name) _________ (Block capitals, please) of (Address)
_________ being the holder(s) of
_________ (see Note 1) shares of HK0.1 each in the capital of Kimou Environmental Holding Limited (the
“Company”) hereby appoint (Name) _________ of (Address)
_________ or failing him/her (Name)
_________ of (Address)
_________ or failing him/her, the
chairman of the meeting (see Note 2) as my/our proxy to attend and vote for me/us and on my/our behalf at the annual general meeting of the Company to be held at Room 4&5, United Conference Centre, 10/F, United Centre, 95 Queensway, Admiralty, Hong Kong at 3 p.m. on Friday, 23 May 2025, and at any adjournment thereof or on any resolution or motion which is proposed thereat. My/our proxy is authorised and instructed to vote as indicated (see Note 3) in respect of the undermentioned resolutions:
| Ordinary Resolutions (see Note 3) | For | Against | |
|---|---|---|---|
| 1. | To receive, consider and adopt the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors and auditors for the year ended 31 December 2024. | ||
| 2. | To re-elect the following persons as directors of the Company (“Director(s)”): | ||
| (i) To re-elect Mr. Zhang Lianghong as an executive Director; | |||
| (ii) To re-elect Mr. Lee Kin Ming as an executive Director; | |||
| (iii) To re-elect Mr. Cheung Ka Tsun as an executive Director; and | |||
| (iv) To re-elect Ms. Pong Scarlett Oi Lan as an independent non-executive Director. | |||
| 3. | To authorise the board of directors of the Company (the “Board”) to fix the remuneration of the Directors. | ||
| 4. | To re-appoint BDO Limited as auditors and authorise the Board to fix their remuneration. | ||
| 5. | To declare a final dividend of HK15 cents per ordinary share of the Company for the year ended 31 December 2024. | ||
| 6. | To grant a general mandate to the Directors to allot, issue and deal with additional shares (including any sale or transfer of the treasury shares) not exceeding 20% of the total number of issued shares of the Company (excluding treasury shares, if any). | ||
| 7. | To grant a general mandate to the Directors to repurchase shares not exceeding 10% of the total number of issued shares of the Company (excluding treasury shares, if any). | ||
| 8. | To extend the authority given to the Directors pursuant to ordinary resolution no. 6 to issue additional shares by adding the number of shares repurchased under ordinary resolution No. 7. |
Dated this __ day of __, 2025
Signature(s) _________ (see Note 5)
Notes:
- 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).
- Please insert the name of the proxy you wish to appoint in the space provided. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE MEETING WILL ACT AS YOUR PROXY. Any alteration made to this proxy form must be initialled by the person who signs it.
- 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.
- If the appointor is a corporation, this form must be executed under its common seal or under the hand of an officer, attorney, or other person duly authorised on that behalf.
- 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 votes of the other joint holders, 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.
- To be valid, this form of proxy must be completed, signed and deposited at the Company's Hong Kong branch share registrar and transfer office, 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 for holding the meeting. 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.
- A proxy need not be a shareholder of the Company.
- All time and dates specified herein refer to Hong Kong local times and dates.
PERSONAL INFORMATION COLLECTION STATEMENT
Your supply of your and your proxy's (or proxies') name(s) and address(es) is on a voluntary basis for the purpose of processing your request for the appointment of a proxy (or proxies) and your voting instructions for the meeting of the Company (the "Purposes"). We may transfer your and your proxy's (or proxies') name(s) and address(es) to our agent, 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 authorized 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 fulfil 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.