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Novautek Technologies Group Limited AGM Information 2022

Oct 27, 2022

49267_rns_2022-10-27_c2ec0bf6-f5c7-4f32-94a8-076a5a3e717f.pdf

AGM Information

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==> picture [145 x 37] intentionally omitted <==

APPLIED DEVELOPMENT HOLDINGS LIMITED 實力建業集團有限公司[*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 519)

FORM OF PROXY FOR THE ANNUAL GENERAL MEETING TO BE HELD ON 15 DECEMBER 2022 (THURSDAY) (or any adjournment thereof)

I/We[(Note 1) ]

of

being the registered holder(s) of[(Note 2) ] ordinary shares (the “Shares”) of par value HK$0.01 each in the capital of Applied Development Holdings Limited (the “Company”), HEREBY APPOINT of or failing him/her, the Chairman of the meeting[(Note 3)] as my/our proxy to attend and act for me/us and on my/our behalf at the annual general meeting of the Company to be held at 10:00 a.m. on 15 December 2022 (Thursday) at The Boardroom (Basement 2), Wharney Hotel, 57-73 Lockhart Road, Wanchai, Hong Kong, (or at any adjournment thereof) (the “Meeting”) for the purpose of considering and, if thought fit, passing the resolutions set out in the notice convening the Meeting (the “Notice”) and at the Meeting (or at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of such resolutions as hereunder indicated, or, if no such indication is given, as my/our proxy thinks fit. My/our proxy will also be entitled to vote on any matter properly put to the Meeting in such manner as he/she thinks fit.

ORDINARY RESOLUTIONS For(Note 4) Against(Note 4)
1. To receive, consider and adopt the audited consolidated financial statements and reports of the directors and
auditor of the Company for the year ended 30 June 2022
2. (a)To re-elect Mr. Wu Zhanming as an executive director of the Company
(b)To re-elect Mr. Wu Tao as an executive director of the Company
(c)To re-elect Mr. Zhu Xinhui as an independent non-executive director of the Company
3. To authorise the board of directors of the Company (the “Board”) to fix the remuneration of the directors of
the Company (the “Directors”)
4. To re-appoint Mazars CPA Limited as auditor of the Company and authorise the Board to fix auditor’s
remuneration
5. To grant a general mandate to the Directors to allot, issue or otherwise deal with Shares not exceeding 20%
of the issued Shares on the terms as set out in ordinary resolution numbered 5 in the Notice#
6. To grant a general mandate to the Directors to repurchase Shares not exceeding 10% of the issued Shares
on the terms as set out in ordinary resolution numbered 6 in the Notice#
7. To extend the general mandate to the Directors to allot, issue and deal with Shares granted under resolution
numbered 5 by an amount not exceeding the number of Shares repurchased by the Company pursuant to the
general mandate granted to the Directors under resolution numbered 6#
SPECIAL RESOLUTION For(Note 4) Against(Note 4)
8. To approve the proposed amendments (the “Proposed Amendments”) to the existing bye-laws of
the Company as set out in Appendix III to the circular of the Company dated 28 October 2022 and
the Company’s adoption of the amended and restated bye-laws of the Company incorporating and
consolidating the Proposed Amendments#
  • Full text of the proposed resolutions are set out in the Notice dated 28 October 2022.

Signature(s)[(Note 5)] :

Date:

Notes:

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

  2. 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).

3. Please insert the name of the proxy desired. If no name is inserted, the Chairman of the meeting will act as your proxy. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT. Delivery of the form of proxy will not preclude you from attending and voting in person at the Meeting or the adjourned meeting.

  1. IMPORTANT: If you wish to vote for a resolution, tick in the box marked “For”. If you wish to vote against a resolution, tick in the box marked “Against”. If no direction is given, your proxy may vote or abstain as he/she thinks fit. 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.

  2. 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 under its seal or under the hand of an officer, attorney or other person duly authorised to sign the same.

  3. 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 or authority, must be deposited at the office of the branch share registrar of the Company 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 appointed for holding of the Meeting (i.e. before 10:00 a.m. on 13 December 2022 (Tuesday)) or the adjourned Meeting (as the case may be).

  4. Where there are joint holders of any Shares, any one of such joint holder may vote either in person or by proxy, in respect of such Shares as if he/she/it was 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, 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 of the Company in respect of such joint holding.

  5. A proxy need not be a member of the Company.

  6. Completion and return of this form will not preclude you from attending and voting at the Meeting if you so wish.

  7. Taking into account the recent development of the COVID-19 epidemic, the Company recommends Shareholders to vote by filling in and submitting the proxy form, i.e. indicate your voting intention and designate the chairman of the Meeting as your proxy to vote on your behalf, instead of attending the Meeting in person. Shareholders and other persons attending the Meeting should note that, consistent with the government guidelines for the prevention and control of COVID-19, the Company will implement precautionary measures to reduce the risk of contracting and spreading of COVID-19 at the Meeting, including:

  • (i) Compulsory body temperature checks will be conducted for every Shareholder, proxy or other attendee at each entrance of the meeting venue. Any person with a body temperature of over 37.4 degrees Celsius may be denied entry into the meeting venue or be required to leave the meeting venue.

  • (ii) Each attendee will be required to wear a surgical face mask throughout the Meeting and inside the meeting venue, and to maintain a safe distance between seats.

  • (iii) Each attendee will be required to scan the “LeaveHomeSafe” venue QR and vaccination record QR codes.

  • (iv) No refreshment will be served.

  • For identification purpose only

In the event of inconsistency, the English text of this form shall prevail over the Chinese text thereof.