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Leeport (Holdings) Limited Proxy Solicitation & Information Statement 2022

Sep 21, 2022

49182_rns_2022-09-21_aafb3ff6-2a47-430f-a891-fb5ec9efa42f.pdf

Proxy Solicitation & Information Statement

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==> picture [254 x 72] intentionally omitted <==

(incorporated in Bermuda with limited liability)

(Stock Code: 387)

FORM OF PROXY FOR USE AT THE SPECIAL GENERAL MEETING TO BE HELD ON 10 OCTOBER 2022

I/We [(Note][1)] of

shares [(Note][2)] of HK$0.10 (“Shares”) each in the capital of

being the registered holder(s) of shares of Leeport (Holdings) Limited (the “Company”), HEREBY APPOINT THE CHAIRMAN OF THE MEETING or [(Note][3)] of

as my/our proxy to attend on my/our behalf at the Special General Meeting (and at any adjournment thereof) of the Company to be held at 1st Floor, Block 1 Golden Dragon Industrial Centre, 152-160 Tai Lin Pai Road, Kwai Chung, New Territories, Hong Kong on Monday, 10 October 2022 at 10:30 a.m. for the purpose of considering and, if thought fit, passing the resolutions set out in the notice convening the said meeting and at such meeting (and at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of the resolutions as indicated below [(Note][4)] :–

ORDINARY RESOLUTIONS(Note 5) ORDINARY RESOLUTIONS(Note 5) FOR (Note 4) AGAINST (Note 4)
1. (A) To approve, ratify and confirm the Sale and Purchase Agreement and the transactions
contemplated thereunder including but not limited to the disposal of 649,921 issued
shares of Prima Industrie S.p.A. at the consideration of EUR16,248,025 (equivalent to
approximately HK$131,776,358);
(B) to authorise any one of the directors of the Company (“Director(s)”) to do all such
acts and things, to sign, execute and seal (where required) any such documents,
instruments or agreements for and on behalf of the Company as may be deemed by
such Director in his absolute discretion to be incidental to, ancillary to or in
connection with the Sale and Purchase Agreement and all transactions contemplated
thereunder; and
(C) subject to the completion of the Disposal having taken place, a special cash dividend
of HK$0.08 per ordinary share of the Company be declared and paid by the Company
(the “Special Dividend”) to the shareholders of the Company (the “Shareholders”)
whose names appear on the register of members of the Company on the record date
to be fixed for determining the entitlements of the Shareholders to the Special
Dividend.
2. To re-elect Mr. KRACHT Jurgen Ernst Max as independent non-executive director of the
Company and authorise the board of Directors to fix his remuneration.

Dated this day of , 2022. Signature

Notes:

  1. Full name(s) and address(es) to be inserted in BLOCK LETTERS .

  2. 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).

  3. If any proxy other than the Chairman is preferred, please strike out words “ THE CHAIRMAN OF THE MEETING ” and insert the name and address of the proxy desired in the space provided. You may appoint one or more proxies to attend the Meeting. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE MEETING WILL ACT AS PROXY. 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 THE APPROPRIATE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST A RESOLUTION, PLEASE TICK THE APPROPRIATE BOX MARKED “AGAINST” . Failure to complete any of the boxes will entitle your proxy to cast his vote at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the meeting other than those referred to in the notice convening the meeting.

  5. The full text of each resolution referred to above appears in the notice of the Meeting dated 21 September 2022.

  6. This form of proxy must be signed by you or your attorney duly authorized in writing or, in the case of a corporation, must be either under its common seal or under the hand of an officer or attorney duly authorized.

  7. In the case of joint holders, 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 holder(s), and for this purpose seniority will be determined by the order in which the names stand in the Register of Members.

  8. To be valid, this form of proxy, together with the power of attorney (if any) or other authority (if any) under which it is signed or a notarially certified copy thereof, must be deposited at the Company’s branch share registrars in Hong Kong, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than 48 hours before the time appointed for the holding the meeting (i.e. 8 October 2022 10:30 a.m.) or any adjournment thereof.

  9. The proxy need not be a member of the Company but must attend the meeting in person to represent you.

  10. Completion and delivery of the form of proxy will not preclude you from attending and voting at the meeting if you so wish, and in such event, the form of proxy shall be deemed to be revoked.

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 (‘‘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 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 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/Privacy Compliance Officer of Tricor Investor Services Limited at the above address.

  • For identification purposes only