Million Cities Holdings Limited — Proxy Solicitation & Information Statement 2023

Apr 25, 2023

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萬城控股有限公司 MILLION CITIES HOLDINGS LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2892)

Proxy form for use at the annual general meeting of the Company to be held at Unit D, 21/F, Block 1, Tai Ping Industrial Centre, 57 Ting Kok Road, Tai Po, New Territories, Hong Kong on Monday, 19 June 2023

I/We[(note][1)] of

being the registered holder(s) of[(note][2)] ordinary shares of HK$0.01 each in the capital of Million Cities Holdings Limited (the ‘‘Company’’) hereby appoint the Chairman of the annual general meeting of the Company (the ‘‘Annual General Meeting’’) or[(note][3][&][4)] of as my/our proxy to act for me/us on my/our behalf at the Annual General Meeting to be held at Unit D, 21/F, Block 1, Tai Ping Industrial Centre, 57 Ting Kok Road, Tai Po, New Territories, Hong Kong on Monday, 19 June 2023 at 10: 30 a.m. and at any adjournment thereof and to vote for me/us and in my/our name(s) in respect of the resolutions set out in the Notice of Annual General Meeting as directed below or, if no such indication is given, as my/our proxy thinks fit.

				(Note 5)
		Ordinary resolutions
			For		Against
1.	To	receive and consider the audited consolidated financial statements of the Company and its
	subsidiaries and the reports of the directors and the auditors of the Company for the year ended 31
	December 2022.
2.	(a)	To re-elect Mr. Wong Ting Chung as chairman of the Board and an executive director of
		the Company; and
	(b)	To re-elect Mr. Li Yinquan as an independent non-executive director of the Company;
3.	To	authorise the board of directors (the ‘‘Board’’) to fix the remuneration of the directors of the
	Company (the ‘‘Directors’’).
4.	To	re-appoint KPMG as auditors of the Company and to authorise the Board to fix their
	remuneration.
5.	(1)	To approve a general mandate to the Directors to issue shares of the Company not
		exceeding 20% of the number of issued shares of the Company as at the date of passing
		this resolution.*
	(2)	To approve a general mandate to the Directors to repurchase shares of the Company not
		exceeding 10% of the number of issued shares of the Company as at the date of passing
		this resolution.*
	(3)	To extend the general mandate granted to the Directors to allot, issue and deal with new
		shares not exceeding the number of shares repurchased by the Company.*

• The full text of the resolutions is set out in the Notice of Annual General Meeting dated 26 April 2023.

Dated Shareholder’s signature[(note][6,][7,][8][and][9)]

Notes:

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

2. Please insert the number of shares of HK$0.01 each of the Company registered in your name(s); if no number is inserted, this proxy form will be deemed to relate to all the shares in the capital of the Company registered in your name(s).

3. Any Shareholder entitled to attend and vote at the Annual General Meeting is entitled to appoint another person as his or her proxy to attend and vote on behalf of him or her. A Shareholder who is the holder of two or more shares of the Company may appoint more than one proxy to attend on the same occasion. A proxy need not be a shareholder of the Company.

4. If any proxy other than the chairman of the meeting is preferred, strike out the words ‘‘the Chairman of the meeting or’’ and insert the name and address of proxy desired in the space provided.

5. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, PLEASE PLACE A TICK ‘‘✓’’ IN THE RELEVANT BOX MARKED ‘‘FOR’’, IF YOU WISH TO VOTE AGAINST A RESOLUTION, PLEASE PLACE A TICK ‘‘✓’’ IN THE RELEVANT BOX MARKED ‘‘AGAINST’’. Failure to complete the boxes will entitle your proxy to abstain or cast his or her vote at his or her discretion. Your proxy will also be entitled to abstain or vote at his or her discretion on any resolution properly put to the meeting other than those referred to in the notice convening the meeting.

6. This proxy form must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, this proxy form must be under its common seal or under the hand of an officer or attorney or other person duly authorised.

7. If more than one of the joint holders be present at the meeting the vote of the senior holder who tenders a vote, whether in person or by proxy, 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 in respect of the joint shareholding.

8. In order to be valid, this proxy form together with any power of attorney or other authority (if any) under which it is signed or a certified copy of such power or authority must be deposited at the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time for holding the meeting (no later than 10: 30 a.m. on 17 June 2023 (Hong Kong time)) or adjournment thereof.

9. Completion and delivery of this proxy form shall not preclude a member from attending and voting in person if you so wish.

10. ANY ALTERATIONS MADE IN THIS FORM SHOULD BE INITIALED BY THE PERSON WHO SIGNS IT.

11. Unless the context requires otherwise, terms defined in the Notice of the Annual General Meeting shall bear the same meanings when used in this proxy form.