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MBV International Limited Proxy Solicitation & Information Statement 2022

Apr 7, 2022

50297_rns_2022-04-07_de28fdf4-1ac2-4db6-849b-0b4faeaaee9c.pdf

Proxy Solicitation & Information Statement

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(Incorporated in the Cayman Islands with limited liability)

MBV International Limited

(Stock Code: 1957)

FORM OF PROXY FOR USE AT THE 2022 ANNUAL GENERAL MEETING (OR AT ANY ADJOURNMENT THEREOF)

I/We[(Note][1)]

of

being the registered holder(s) of[(Note][2)]

ordinary share(s) of HK0.01 each in the capital

of MBV International Limited (the ‘‘Company’’), hereby appoint the chairman of the annual general meeting of the Company, as my/our proxy to attend and vote for me/us and on my/our behalf at the annual general meeting of the Company (the ‘‘Meeting’’) to be held at Room 1703–1704, World-Wide House, 19 Des Voeux Road Central, Central, Hong Kong on 13 May 2022 (Friday) at 11: 00 a.m. and at any adjournment thereof for the purpose of considering and, if thought fit, passing the ordinary resolutions as set out in the notice convening the Meeting as indicated below or if no such indication is given, as my/our proxy thinks fit and in respect of any other business that may properly come before the Meeting and/or at any adjournment thereof:

ORDINARY RESOLUTIONS (Note 3) FOR (Note 4) AGAINST (Note 4)
1. To receive and adopt the audited financial statements of the Company and its
subsidiaries and the reports of the directors of the Company (the ‘‘Directors’’) and the
joint auditors of the Company for the year ended 31 December 2021.
2. To re-appoint Mazars CPA Limited and Mazars LLP as joint auditors of the Company
and its subsidiaries for the year ending 31 December 2022 and authorise the board of
directors of the Company to fix their remuneration.
3. A.To re-elect Dato’ Tan Meng Seng as an executive director of the Company.
B.To re-elect Ms. Chui Sin Heng as an independent non-executive director of the
Company.
C.ToauthorisetheboardofdirectorsoftheCompanytofixdirectors’
remuneration.
4. To grant a general mandate to the Directors of the Company to allot, issue and deal with
additional shares not exceeding 20% of the issued share capital of the Company as at the
date of passing this resolution.
5. To grant a general mandate to the Directors of the Company to repurchase shares not
exceeding 10% of the issued share capital of the Company as at the date of passing this
resolution.
6. To extend the general mandate granted to the Directors of the Company to allot, issue
and deal with additional shares in the share capital of the Company by an amount not
exceeding the amount of the shares repurchased by the Company.

Dated this day of 2022

Signature(s)[(Note][6)] :

In view of the continuing and currently elevated risks posed by the Novel Coronavirus pandemic and the Prevention and Control of Disease (Prohibition on Group Gathering) Regulation (Cap. 599G of the laws of Hong Kong), the Meeting will be held in an online format and physical attendance by Shareholders will not be permitted. Shareholders who wish to vote on any resolution will only be able to vote by appointing the Chairman of the Meeting as their proxy to vote on their behalf.

Notes:

  1. Full name(s) and address(es) must be inserted in BLOCK CAPITALS.

  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 in the Company registered in your name(s).

  3. The description of these resolutions is by way of summary only. The full text appears in the notice of the Meeting of the Company.

  4. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION, TICK THE BOX MARKED ‘‘FOR’’. IF YOU WISH TO VOTE AGAINST THE RESOLUTION, TICK THE 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 and/or at any adjournment thereof other than those referred to in the notice convening the Meeting.

  5. This form of 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. In the case of this form of proxy purporting to be signed on behalf of a corporation by an officer thereof it shall be assumed, unless the contrary appears, that such officer was duly authorized to sign this form on behalf of the corporation without further evidence of the fact.

  6. 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 of that power or authority, must be deposited at the Company’s share registrar, Boardroom Share Registrars (HK) Limited at Room 2103B, 21/F., 148 Electric Road, North Point, Hong Kong, as soon as possible but in any event not less than 48 hours (excluding any public holiday in Hong Kong) before the time appointed for holding the AGM or its adjournment.

  7. In the case of joint holders, any one of such joint holders may vote at the AGM, but if more than one of the joint holders tender a vote at the AGM personally or by proxy, that one of the said persons so present whose name stands first on the register of members in respect of the joint holding will alone be entitled to vote in respect thereof.

  8. The notice of the Meeting is set out in the Company’s circular dated 7 April 2022.

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/Boardroom Share Registrars (HK) Limited at the above address.