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Meta Media Holdings Limited Proxy Solicitation & Information Statement 2025

Apr 30, 2025

48919_rns_2025-04-30_98afbddb-4ead-4b77-b872-78ddcdf39636.pdf

Proxy Solicitation & Information Statement

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Meta Media

超媒体

Meta Media Holdings Limited

超媒體控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 72)

PROXY FORM

Form of proxy for use by shareholders at the annual general meeting of the Company to be held at 7/F, Global Trade Square, 21 Wong Chuk Hang Road, Aberdeen, Hong Kong on Friday, 27 June 2025 at 3:00 p.m.

I/We (Note a)

of

being the holder(s) of (Note b) shares of HK$0.01 each of Meta Media Holdings Limited (the "Company") hereby appoint the Chairman of the annual general meeting (the "Meeting") of the Company or

of

to act as my/our proxy (Note c) at the Meeting to be held at 7/F, Global Trade Square, 21 Wong Chuk Hang Road, Aberdeen, Hong Kong on Friday, 27 June 2025 at 3:00 p.m. and at any adjournment thereof and to vote on my/our behalf in respect of the resolutions set out in the notice of the Meeting dated 30 April 2025 (the "Notice") as directed below.

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

ORDINARY RESOLUTIONS FOR AGAINST
1. To receive and approve the audited consolidated financial statements and the reports of the directors (the “Directors”) and independent auditor of the Company and its subsidiaries for the year ended 31 December 2024.
2. To re-elect Mr. Li Jian as an executive Director.
3. To re-elect Mr. Yick Wing Fat Simon as an independent non-executive Director.
4. To authorise the board (the “Board”) of Directors to fix (which authority may be further delegated to its duly authorised committee) the respective Director’s remuneration.
5. To re-appoint ZHONGHUI ANDA CPA Limited as the independent auditor of the Company and to authorise the Board to fix its remuneration.
6. To grant a general mandate to the Directors to allot, issue and deal with the additional shares (including any sale or transfer of treasury shares out of treasury) of the Company (the “Shares”) not exceeding 20% of the total number of issued Shares (excluding treasury Shares, if any) as at the date of passing this resolution.*
7. To grant a general mandate to the Directors to repurchase Shares not exceeding 10% of the total number of issued Shares (excluding any treasury Shares, if any) as at the date of passing this resolution.*
8. To extend the general mandate granted to the Directors to allot, issue and deal with additional Shares (including any sale or transfer of treasury Shares out of treasury) by the aggregate number of issued Shares repurchased by the Company.*
  • Full text of the resolutions numbered 6 to 8 are set out in the Notice.

Date: the _ day of _ 2025

Shareholder’s signature: (Notes e, f and g)


Notes:

a Full name(s) and address(es) are to be inserted in BLOCK CAPITALS. The name of all joint registered holders should be stated.

b Please insert the number of shares registered in your name(s) to which this form of proxy relates. 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).

c A proxy need not be a member of the Company. If more than one proxy is so appointed, the appointment shall specify the number of shares in respect of which each such proxy is so appointed. If you wish to appoint some person other than the Chairman of the Meeting as your proxy, please delete the words “the Chairman of the annual general meeting (the “Meeting”) of the Company or” and insert the name and address of the person appointed proxy in the space provided. If no name is inserted, the Chairman of the Meeting will act as your proxy.

d If you wish to vote for any of the resolutions set out above, please tick (✓) the boxes marked “For”. If you wish to vote against any of the resolutions, please tick (✓) the boxes marked “Against”. If this form returned is duly signed but without specific direction on any of the proposed resolutions, the proxy will vote or abstain at his/her discretion in respect of all resolutions; or if in respect of a particular proposed resolution there is no specific direction, the proxy will, in relation to that particular proposed resolution, vote or abstain at his/her discretion. A proxy will also be entitled to vote at his/her discretion on any resolution properly put to the Meeting other than those set out in the notice convening the Meeting or any adjourned meeting.

e In the case of joint holding, this form of proxy may be signed by any joint holder, but if more than one joint holder is present at the Meeting, whether in person or by proxy, that one of the joint holders whose name stands first on the register of members in respect of the relevant joint holding shall alone be entitled to vote in respect thereof.

f The form of proxy must be signed by a shareholder, or his/her attorney duly authorised in writing, or if the shareholder is a corporation, either under its common seal or under the hand of an officer or attorney so authorised.

g To be valid, this form of proxy, together with any power of attorney or other authority (if any), under which it is signed or a notarially certified copy of such power or authority, must be deposited at the Company’s Hong Kong branch share registrar and transfer office, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than 48 hours before the time of the Meeting (i.e. on or before 3:00 p.m. on Wednesday, 25 June 2025 (Hong Kong time)) or any adjourned meeting.

h Any alteration made to this form should be initialled by the person who signs the form.

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 (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 mail to the Company.