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Mao Geping Cosmetics Co., Ltd. Proxy Solicitation & Information Statement 2025

Mar 27, 2025

49848_rns_2025-03-27_3846b275-e41d-4aa5-9226-43c4f674dd76.pdf

Proxy Solicitation & Information Statement

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長城環亞控股有限公司

GREAT WALL PAN ASIA HOLDINGS LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 583)

FORM OF PROXY FOR THE ANNUAL GENERAL MEETING

TO BE HELD ON WEDNESDAY, 28 JUNE 2025 (AND AT ANY ADJOURNMENT THEREOF)

I/We $^{(None 1 & 4)}$

of

being the registered holder(s) of $^{(Note 2)}$ ordinary shares of HK$0.10 each in the share capital of Great Wall Pan Asia Holdings Limited (the "Company") hereby appoint the Chairman of the Meeting $^{(Note 3)}$ or

of

as my/our proxy to attend, act and vote for me/us and on my/our behalf as directed below at the annual general meeting (the "AGM") of the Company for the year 2025 to be held at Rooms 2001-2002, 20th Floor, Bank of America Tower, 12 Harcourt Road, Central, Hong Kong on Wednesday, 18 June 2025 at 10:00 a.m. and at any adjournment thereof and to exercise all rights conferred on proxies under the law and the Bye-Laws of the Company.

Please tick (✓) in the appropriate boxes to indicate how you wish your vote(s) to be cast on a poll(Note 5).

Ordinary Resolutions For $^{(Note 5)}$ Against $^{(Note 5)}$
1. To consider and adopt the audited consolidated financial statements of the Company and its subsidiaries (the "Group") and the reports of the directors and independent auditor of the Company for the year ended 31 December 2024.
2. To re-elect Mr. Wang Hai as an executive director of the Company.
3. To re-elect Ms. Li Li Hua as an independent non-executive director of the Company.
4. To re-elect Mr. Moy Yee Wo Matthew as an independent non-executive director of the Company.
5. To re-elect Dr. Xie Wensi as an independent non-executive director of the Company.
6. To authorise the board of directors of the Company to fix the respective directors' remuneration.
7. To re-appoint BDO Limited as the auditor of the Company and to authorise the board of directors of the Company to fix their remuneration.
8. To grant a general mandate to the directors to allot, issue and dispose of shares of the Company not exceeding 20% of the issued shares of the Company as at the date of passing this resolution.**
9. To grant a general mandate to the directors to buy back shares of the Company not exceeding 10% of the issued shares of the Company as at the date of passing this resolution.**
10. To extend the general mandate granted to the directors to issue shares of the Company by the aggregate number of the shares bought back by the Company.**

Signature $^{(Note 6)}$: _________

Date: _________

2025

Notes:

  1. Please insert your full name and address in BLOCK CAPITALS. Only one of joint holders should be mentioned (please refer to note 4 below for details).
  2. Please insert the number of shares in the Company registered in your name to which this proxy relates. If a number is inserted, this form of proxy will be deemed to relate only to those shares. If no number is inserted, this form of proxy will be deemed to relate to all the shares in the Company registered in your name (whether alone or jointly with others).
  3. If any proxy other than the Chairman of the meeting is preferred, please strike out the words "the Chairman of the Meeting or" and insert the name and address of the proxy desired in BLOCK CAPITALS in the space provided. A proxy need not be a shareholder of the Company. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNED IT.
  4. Where there are joint registered holders of any share, any one of such persons may vote at the AGM (or at any adjournment thereof), either personally or by proxy, in respect of such share(s) as if he/she were solely entitled thereto; but if more than one of such joint holders be present at the AGM personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such share(s) will alone be entitled to vote in respect thereof. Several executors or administrators of a deceased member in whose name any share stands will be deemed joint holders thereof.
  5. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, PLEASE TICK (✓) THE BOX MARKED "FOR". IF YOU WISH TO VOTE AGAINST A RESOLUTION, PLEASE TICK (✓) THE BOX MARKED "AGAINST". If no indication is given, your proxy will vote or abstain at his/her discretion. On a poll, a member is entitled to one vote for every fully-paid share held and a member entitled to more than one vote need not use all his/her votes or cast his/her votes in the same way. A tick (✓) in the relevant box indicates that the votes attached to all the shares stated above as held by you will be cast accordingly and a number in the relevant box indicates that the votes attached to the number of shares referred to in the box will be cast accordingly. The total number of shares referred to in the two boxes for the same resolution cannot exceed the number of shares stated above as this proxy relates. Your proxy will be entitled to vote or abstain in his/her discretion on any resolution properly put to the meeting other than those referred to in the notice of AGM.
  6. This form of proxy must be signed by you or your attorney duly authorised 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 so authorised.
  7. In order to be valid, this form of proxy, together with the power of attorney or other authority (if any) under which it is signed (or a notarially certified copy thereof), must be delivered to the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 185 Queen's Road East, Wanchai, Hong Kong not later than 10:00 a.m. on Monday, 16 June 2025 (or if the AGM is adjourned, not less than 48 hours before the time appointed for the holding of the adjourned AGM).
  8. Completion and delivery of this form of proxy will not preclude you from attending and voting in person at the AGM and any adjournment thereof if you so wish. In such event, this form of proxy shall be deemed to have been revoked.

  9. For identification purpose only
    ** The full text of the resolution is set out in the notice of AGM

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 AGM (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 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 either of the following means:

By mail to: Personal Data Privacy Officer
Computershare Hong Kong Investor Services Limited
17M Floor, Hopewell Centre, 185 Queen's Road East, Wanchai, Hong Kong

By email to: [email protected]