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Mobvista Inc. — Proxy Solicitation & Information Statement 2022
Jan 31, 2022
50222_rns_2022-01-31_694610ab-164f-4f0c-918f-13e98d94bbe7.pdf
Proxy Solicitation & Information Statement
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Mobvista Inc. 匯量科技有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock code: 1860)
Form of proxy for use by shareholders at the Extraordinary General Meeting to be held on 22 February 2022
I/We [(Note][1)]
of
being the registered holder(s) of [(Note][2)] “ Company ”), HEREBY APPOINT [(Note][3)] the chairman of the Meeting, or failing him of
shares of US$0.01 each in the capital of Mobvista Inc. (the
as my/our proxy to attend and vote for me/us and on my/our behalf at the extraordinary general meeting (or at any adjournment thereof) (as the case may be) to be held at Guangzhou room, 44/F Tianying Plaza (East Tower), No. 222-3 Xingmin Road, Zhujiang New Town, Tianhe District, Guangzhou, Guangdong Province, the PRC on 22 February 2022 at 10:00 a.m. (the “ Meeting ”) in respect of the resolutions set out in the notice convening the Meeting (the “ Notice ”) to vote for me/us and in my/our name(s) in respect of the resolutions as indicated below, and, if no such indication is given, as my/our proxy thinks fit.
Unless otherwise indicated, capitalised terms used herein shall have the meaning as those defined in the Company’s circular dated 31 January 2022.
| 2022. | ||||||||
|---|---|---|---|---|---|---|---|---|
| ORDINARY RESOLUTIONS | FOR (Note 4) | AGAINST (Note 4) | ||||||
| 1 | To approve the amendment and/or replacement to the rules of the Employee | RSU Scheme as set | ||||||
| out in ordinary resolution 1(A) in the Notice and to authorise any one of the Directors to do all | ||||||||
| acts and things as may be necessary, desirable or expedient to give | full effect to such | |||||||
| amendments and/or replacements. | ||||||||
| 2 | To approve the amendment and/or replacement to the rules of the Management RSU Scheme as | |||||||
| set out in ordinary resolution 2(A) in the Notice and to authorise any one of the Directors to do | ||||||||
| all acts and things as may be necessary, desirable or expedient to give | full effect to such | |||||||
| amendments and/or replacements. | ||||||||
| 3 | To approve, confirm and ratify the Business Restructuring Agreement entered into among the | |||||||
| Transferors, the Transferees, Seamless and the Target Company in relation | to the Restructuring | |||||||
| and the transactions contemplated thereunder and to authorise any one of the Directors to do all | ||||||||
| acts and things as may be necessary, desirable or expedient to give full effect to the Business | ||||||||
| Restructuring Agreement and the transactions contemplated thereunder. | ||||||||
| Dated | thisday of2022Signature(s) (Note 5): |
Notes:
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Full name(s) and address(es) to be inserted in BLOCK CAPITALS . The names of all joint registered holders should be stated.
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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).
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If any proxy other than the chairman of the Meeting is preferred, delete words “the chairman of the Meeting, or failing him” and insert the name and address of the proxy desired in the space provided. If no name is inserted, the chairman of the Meeting will act as your proxy.
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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.
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This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must be either executed under its seal or under the hand of any officer or attorney or other person duly authorised to sign the same. 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. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.
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In order to be valid, a form of proxy, 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 and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, as soon as practicable but in any event not later than 48 hours before the time for holding the Meeting.
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Where there are joint registered holders of any share(s) of the Company, any one of such persons may vote at the Meeting, either personally or by proxy, in respect of such share(s) as if he/she were solely entitled thereto, but if more than one of such joint holders are present at the Meeting, personally or by proxy, that one of the said persons so present whose name stands first on the register of members in respect of such share(s) shall alone be entitled to vote in respect thereof.
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The proxy need not be a member of the Company but must attend the Meeting in person to represent you.
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Completion and return of this form of proxy will not preclude you from attending and voting at the Meeting if you so wish and in such event, the proxy form shall be deemed to be revoked.
PERSONAL INFORMATION COLLECTION STATEMENT
Yourvotingsupplyinstructionsof yourforandtheyourMeetingproxy’s(the(or“ Purposes proxies’) ”).name(s)We mayand transferaddress(es)yourisandon ayourvoluntaryproxy’sbasis(or proxies’)for the purposename(s)of andprocessingaddress(es)your torequestour agent,for thecontractor,appointmentor thirdof a proxyparty (orserviceproxies)providerand yourwho provides administrative, computer and other services to us 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. You/your proxy (or proxies) has/have the right to request access to and/or correction of the relevant personal data in accordance with the provisions of the Personal Data (Privacy) Ordinance and any such request should be in writing by mail to Computershare Hong Kong Investor Services Limited at the above address.
PRECAUTIONARY MEASURES FOR THE EXTRAORDINARY GENERAL MEETING (THE “MEETING”)
Taking into account of the recent development of the epidemic caused by novel coronavirus pneumonia (COVID-19), the Company will implement the following prevention and control measures at the Meeting against the epidemic to protect the Shareholders from the risk of infection:
- (i) Every Shareholder or proxy should be subject to compulsory body temperature check at the entrance of the venue and be held accountable for the information they filled in health declarations; (ii) Every Shareholder or proxy is required to wear surgical facial mask throughout the Meeting; and
(iii) No distribution of corporate gifts and refreshments. Any person who does not comply with the precautionary measures may be denied entry into the Meeting venue. Shareholders are reminded that they may appoint the chairman of the Meeting as their proxy to vote on the relevant resolutions at the Meeting as an alternative to attending the Meeting in person.