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Matrix Holdings Limited — Proxy Solicitation & Information Statement 2026
Apr 24, 2026
49622_rns_2026-04-24_cea9a367-0eba-4019-89ea-a64d5b27906d.pdf
Proxy Solicitation & Information Statement
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MOTRIX
MATRIX HOLDINGS LIMITED
美力時集團有限公司*
(Incorporated in Bermuda with limited liability)
(Stock Code: 1005)
PROXY FORM FOR 2026 ANNUAL GENERAL MEETING
| Number of shares to which this proxy form relates (note 1) | |
|---|---|
I/We, (note 2)
of
being the registered holder(s) in the share capital of Matrix Holdings Limited (the "Company"), HEREBY APPOINT (note 3)
of
or failing him/her, the Chairman of the meeting as my/our proxy to attend and vote on my/our behalf at the annual general meeting of the Company to be held at Multi Purpose Area, 3/F., Tower 2, South Seas Centre, 75 Mody Road, Tsim Sha Tsui, Kowloon, Hong Kong on 22 May 2026 at 2:30 p.m. and at any adjournment of the meeting for the purpose of considering and, if thought, by passing with or without amendment, the resolutions set out in the notice convening the Meeting and at the Meeting (or at any adjournment thereof). I/We direct that my/our vote(s) be cast on the specified resolutions as indicated by an “✓” in the appropriate boxes. In absence of any indication, the proxy may vote the resolution at his/her own discretion.
| Ordinary resolutions | See Note 4 | |||
|---|---|---|---|---|
| For | Against | |||
| 1 | To receive and consider the reports and accounts for the year ended 31 December 2025 | 1 | ||
| 2 | Re-election of directors | |||
| (a) To re-elect Ms. Yip Hiu Har as an executive Director | 2a | |||
| (b) To re-elect Mr. Cheng Kin Cheong as an executive Director | 2b | |||
| (c) To re-elect Ms. Shirley Marie Price as an executive Director | 2c | |||
| (d) To re-elect Mr. Heng Victor Ja Wei as an independent non-executive Director | 2d | |||
| (e) To authorize the board of directors to fix their remuneration | 2e | |||
| 3 | To re-appoint Crowe (HK) CPA Limited as the auditor of the Company and its subsidiaries, to hold office until the conclusion of the next annual general meeting, and to authorize the board of director to fix their remuneration | 3 | ||
| Special Business | ||||
| 4 | To Pass the following Ordinary Resolution* | |||
| (a) To grant general mandate to the Directors to issue new shares of the Company | 4a | |||
| (b) To grant general mandate to the Directors to repurchase shares of the Company | 4b | |||
| (c) To extend the general mandate to issue new shares of the Company by adding the number of the Shares Repurchased | 4c | |||
| 5 | To Pass the following Special Resolution* | |||
| To approve the Proposed Amendments to the existing Bye-Laws and adoption of the New Bye-Laws of the Company | 5 |
- The full text of the above resolutions is set out in the notice of AGM dated 24 April 2026
Dated the __ day of __ 2026
Signature(s) (note 5)
Notes:
1. If no number is inserted, this form of proxy will be deemed to be related to all the shares of the company registered in your names.
2. Please insert full name(s) and address(es) in BLOCK CAPITALS as shown in the register of members of the Company.
3. If any proxy other than the chairman of the meeting is preferred, strike out the words "the chairman of the meeting or" herein stated and insert the name and address of the proxy desired in the space provide in BLOCK CAPITALS. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE MEETING WILL ACT AS YOUR PROXY. The proxy need not be a member of the Company. Completion and delivery of this form of proxy will not preclude you from attending and voting at the meeting if you so wish.
4. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, TICK (✓) IN THE RELEVANT BOX BELOW THE BOX MARKED "FOR". IF YOU WISH TO VOTE AGAINST A RESOLUTION, TICK (✓) IN THE RELEVANT BOX BELOW THE BOX MARKED "AGAINST". If you do not indicate how you wish your proxy to vote, your proxy will be entitled to exercise his/her discretion or to abstain. Your proxy will also be entitled to vote at his/her discretion or to abstain on any resolution properly put to the meeting other than those referred to in the notice convening the meeting.
5. This form must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must be either executed under its common seal or under the hand of its legal representative, director(s) or duly authorised attorney(s) to it.
6. To be valid, this completed and signed proxy form and the relevant notarised power of attorney (if any) and other relevant document of authorisation (if any), must be lodged with the branch share registrar of the Company in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than 48 hours (excluding Sunday and any part of a day that is a public holiday) before the time appointed for the holding of the meeting or any adjournment of it (as the case may be).
7. In the case of joint holders the vote of the senior who tenders a vote, whether in person or by proxy or by authorised representative, shall be accepted to the exclusion of the votes of the other joint holders; and for this purpose seniority shall be determined by the order in which the names stand in the register of members.
8. On a poll, every Shareholder present in person or by proxy or (being a corporation) is represented by proxy shall have one vote for every share held by him/her.
9. The full wording of the resolutions to be proposed at the Annual General Meeting and Explanatory Notes are set out in the Notice of Annual General Meeting which is set out in the Circular dated 24 April 2026 dispatched to you along with this proxy form.
10. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.
Personal Information Collection Statement:
(i) "Personal Data" in this statement has the same meaning as "personal data" in the Personal Data (Privacy) Ordinance, Chapter 486 of the laws of Hong Kong ("PDPO").
(ii) Your supply of Personal Data to the Company is on a voluntary basis. If you fail to provide sufficient information, the Company may not be able to process your instructions and/or requests as stated in this form.
(iii) Your Personal Data may be disclosed or transferred by the Company to its subsidiaries, its share registrar, and/or other companies or bodies for any of the stated purposes, and retained for such period as may be necessary for verification and record purposes.
(iv) You have the right to request access to and/or correction of your Personal Data in accordance with the provisions of the PDPO. Any such request for access to and/or correction of your Personal Data should be made in writing to the Privacy Compliance Officer of Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong.
- For identification purpose only