Microware Group Limited — AGM Information 2021

Jul 22, 2021

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Microware Group Limited 美高域集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 1985)

FORM OF PROXY FOR THE ANNUAL GENERAL MEETING TO BE HELD ON TUESDAY, 24 AUGUST 2021

I/We (Name)

(Block capitals, please) of (Address)

being the holder(s) of

(see Note 1) shares of HK$0.01 each in the capital of Microware

Group Limited (the “ Company ”) hereby appoint (Name)

of (Address)

or failing him/her (Name)

of (Address)

or failing him/her, the chairman of the meeting (see Note 2) as my/our proxy to attend and vote for me/us and on my/our behalf at the Annual General Meeting of the Company to be held at Room Four, 8/F, The Wave, 4 Hing Yip Street, Kwun Tong, Kowloon, Hong Kong on Tuesday, 24 August 2021 at 11:00 a.m., and at any adjournment thereof or on any resolution or motion which is proposed thereat. My/our proxy is authorised and instructed to vote as indicated (see Note 3) in respect of the undermentioned resolutions:

	Ordinary Resolutions(see Note 3)	For	Against
1.	To receive, consider and adopt the audited consolidated fnancial statements of the Company andthe reports of the directors (the “Director(s)”) and auditors of the Company (the “Auditors”) forthe year ended 31 March 2021.
2.	To declare a final dividend of HK$0.05 per ordinary share of the Company for the year ended31 March 2021.
3.	To re-elect the following persons as the Directors:
	(a)Mr. Cheng Wing Fai as executive Director;	(a)	(a)
	(b)Mr. Wan Yiu Hon as non-executive Director; and	(b)	(b)
	(c)Mr. Li Richard King Hang as independent non-executive Director.	(c)	(c)
4.	To authorise the board of the Directors to fx the remuneration of the Directors.
5.	To re-appoint Deloitte Touche Tohmatsu as the Auditors and authorise the board of the Directorsto fx their remuneration.
6.	To grant a general mandate to the Directors to allot, issue and deal with shares of the Company notexceeding 20% of the total number of shares of the Company in issue as at the date of passing thisresolution.
7.	To grant a general mandate to the Directors to buy back shares of the Company not exceeding10% of the total number of shares of the Company in issue as at the date of passing this resolution.
8.	To extend the general mandate granted under resolution no. 6 by adding the shares bought backpursuant to the general mandate granted by resolution no. 7.

Dated this

day of 2021 Signature : (see Note 5)

Notes:

1. 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).

2. A member may appoint more than one proxy of his/her own choice. If such an appointment is made, strike out the words “the chairman of the meeting”, and insert the name(s) of the person(s) appointed as proxy in space provided. Any alteration made to this form of proxy must be initialled by the person who signs it.

3. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, PLEASE TICK THE BOX MARKED “For”. IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, PLEASE TICK THE BOX MARKED “Against” . Failure to tick a box will entitle your proxy to cast your vote at his/her discretion. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the meeting other than those referred to in the notice convening the meeting.

4. If the appointor is a corporation, this form must be under common seal or under the hand of an officer, attorney, or other person duly authorised on that behalf. 5. In the case of joint holders, the signature of any one holder will be sufficient but the names of all the joint holders should be stated.

Where there are joint holders of any share of the Company, any one of such joint holders may vote at the meeting, either in person or by proxy, in respect of such share as if he/she were solely entitled thereto, but if more than one of such joint holders be present at the meeting, 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 holders, and for this purpose seniority shall be determined as that one of the said persons so present whose name stands first on the register in respect of such share shall alone be entitled to vote in respect thereof.

1. To be valid, this form of proxy must be completed, signed and deposited at the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong, together with the power of attorney or other authority (if any) under which it is signed (or a certified copy thereof), not less than 48 hours before the time for holding the meeting or any adjournment thereof. The completion and return of the form of proxy shall not preclude shareholders of the Company from attending and voting in person at the above meeting (or any adjournment thereof) if they so wish and in such event, the form of proxy shall be deemed to be revoked.

2. A proxy need not be a shareholder of the Company.

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 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 (Chapter 486 of the Laws of Hong Kong) and any such request should be in writing by mail to Tricor Investor Services Limited at the above address.