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Mindtell Technology Limited — AGM Information 2026
Apr 29, 2026
51503_rns_2026-04-29_28beb6ef-4b54-43dd-941d-39a9a93a0e08.pdf
AGM Information
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MINDTELL TECHNOLOGY LIMITED
九福來國際控股有限公司
(incorporated in the Cayman Islands with limited liability)
(Stock Code: 8611)
FORM OF PROXY FOR ANNUAL GENERAL MEETING
(OR ANY ADJOURNMENT THEREOF)
I/We (Note 1)
of (address)
being the registered holder(s) of (Note 2) _______ shares of HK$0.01 each in the capital of above named company (the "Company"), HEREBY APPOINT (Note 3)
of (address)
or failing him, the Chairman of the meeting, as my/our proxy to attend and vote for me/us and on my/our behalf at the said meeting of the Company to be held at Suites 707-709, 7/F., 12 Taikoo Wan Road, Taikoo, Hong Kong on Thursday, 21 May 2026 at 2:30 p.m. (or at any adjournment thereof) in respect of the resolutions set out in the notice convening the said meeting (the "Notice") as hereunder indicated, and, if no such indication is given, as my/our proxy thinks fit.
| ORDINARY RESOLUTIONS | For (Note 4) | Against (Note 4) | ||
|---|---|---|---|---|
| 1. | To receive, consider and adopt the audited consolidated financial statements and the reports of the directors (the "Directors") and the independent auditor of the Company and its subsidiaries for the year ended 30 November 2025. | |||
| 2. | (a) | To re-elect the following Directors: | ||
| (i) Mr. Zhang Rongxuan as an executive Director; | ||||
| (ii) Mr. Lyu Xingjian as an executive Director; | ||||
| (iii) Mr. Yuen Chun Fai as an independent non-executive Director; | ||||
| (iv) Ms. Chan Laam Chi as an independent non-executive Director; and | ||||
| (v) Mr. Sham Che Wai as an independent non-executive Director. | ||||
| (b) | To authorise the board of Directors (the "Board") to fix the Directors' remuneration. | |||
| 3. | To re-appoint D & Partners CPA Limited as the independent auditor of the Company and to authorise the Board to fix its remuneration. | |||
| 4. | To grant an unconditional general mandate to the Directors to allot, issue and otherwise deal with the shares of the Company not exceeding 20% of the total number of shares in issue as at the date of this resolutions. | |||
| 5. | To grant an unconditional general mandate to the Directors to exercise the power of the Company to repurchase its own shares not exceeding 10% of the total number of shares in issue as at the date of this resolutions. | |||
| 6. | To include the number of shares repurchased by the Company to the number of Shares which may be allotted and issued by the Directors under the general mandate granted to the Directors under Resolution No. 4. | |||
| 7. | “THAT the share incentive scheme, named as the Share Scheme (the "Share Scheme") proposed by the Board, a copy of which is produced to this meeting marked “A” and signed by the Chairman of the meeting for the purpose of identification, with the Scheme Mandate Limit (as defined in the Share Scheme) of 10% of the total issued and outstanding Shares as at the date of the Shareholders’ approval of the Share Scheme, be and is hereby approved and adopted, and the Scheme Administrator (as defined in the Share Scheme) be and are hereby authorised to grant the awards (“Awards”), and do all such acts and execute all such documents as the Scheme Administrator may consider necessary or expedient in order to give full effect to the Share Scheme.” | |||
| 8. | “THAT the Existing Share Option Scheme which shall be conditional upon the Share Scheme becoming effective, will be terminated upon adoption of the Share Scheme after all conditions precedent as referred to under the paragraph headed “Proposed adoption of the Share Scheme” of the Company’s circular dated 29 April 2026 have been fulfilled, and any one Director be and are hereby authorised to do all such acts and execute all such documents as the Director may consider necessary or expedient in order to give full effect to the termination.” |
| SPECIAL RESOLUTION | For (Note 4) | Against (Note 4) |
|---|---|---|
| 9. “THAT subject to and conditional upon the approval of the Registrar of Companies of the Cayman Islands having been obtained, the English name of the Company be changed from “Mindtell Technology Limited” to “Jufeel International Holdings Limited” (the “Proposed Change of Company Name”) with effect from the date on which the certificate of incorporation on change of English name is issued by the Registrar of Companies in the Cayman Islands, and that any one or more of the directors of the Company or the secretary of the Company or the registered office provider of the Company be and is/are hereby authorised to do all such acts and things and to execute all such documents and make all such arrangements as he/she/they consider necessary, desirable or expedient to implement and give effect to the Proposed Change of Company Name and to attend to any necessary registration and/or filing in the Cayman Islands or Hong Kong for and on behalf of the Company.” |
Dated this __ day of __ 2026
Signature (Note 5) _________
Notes:
- Full name(s) and address(es) to be inserted in BLOCK CAPITALS.
- Please insert the number of shares of the Company 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 of the Company registered in your name(s).
- The full name and address of your proxy must be inserted in BLOCK CAPITALS. If not completed, the Chairman of the Meeting will act as your proxy.
- IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, PLEASE TICK (“√”) IN THE RELEVANT BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST A RESOLUTION, PLEASE TICK (“√”) IN THE RELEVANT BOX MARKED “AGAINST”. Failure to tick a box will entitle your proxy to cast your vote at his discretion. Your proxy will also be entitled to vote at his discretion on a resolution properly put to the meeting (or any adjournment thereof) other than those referred to in the notice convening the meeting.
- 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 certified copy of such power of attorney or authority, must be deposited at the Company’s Hong Kong branch share registrar and transfer office at Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible or not less than 48 hours before the time for holding the said meeting or any adjourned meeting.
- This form of proxy must be in writing under the hand of the appointor or of his attorney duly authorised in writing or if the appointor is a corporation, either under its common seal or under the hand of an officer or attorney or other person duly authorised to sign the same.
- Where there are joint registered holders of any share, any one of such persons may vote at the meeting, either personally or by proxy, in respect of such share as if he were solely entitled thereto, but if more than one of such joint holders is present at the meeting the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the register of the joint holding.
- The proxy needs not be a member of the Company but must attend the meeting in person to represent you. Completion and delivery of this form of proxy will not preclude you from attending and voting in person at the meeting convened and in such event this form of proxy shall be deemed to be revoked.
- The description of these resolutions is by way of summary only. The full test appears in the Notice dated 29 April 2026.
- ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.
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 Tricor Investor Services Limited at the above address.