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OKG Technology Holdings Limited Proxy Solicitation & Information Statement 2025

Jul 24, 2025

49962_rns_2025-07-24_3acad947-a5c8-450f-b461-aac6f3bd383b.pdf

Proxy Solicitation & Information Statement

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OKG Technology Holdings Limited
欧科雲鏈控股有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1499)

FORM OF PROXY FOR ANNUAL GENERAL MEETING

I/We (1), _____________
of _____________

being the registered holder(s) of (2) ________ ordinary share(s) (the “Shares”) of HK$0.005 each in the capital of
OKG Technology Holdings Limited (the “Company”) HEREBY APPOINT THE CHAIRMAN OF THE MEETING (3) or _____________

of _______________
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 Unit 901, 9th Floor, Sino Plaza, 255-257 Gloucester Road, Causeway Bay, Hong Kong on Friday, 5 September 2025 at 11:00 a.m. (and at any adjournment thereof) (the “Meeting”) for the purpose of considering and, if thought fit, passing the resolutions as set out in the notice convening the Meeting and at the Meeting (and 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 (4) FOR (5) AGAINST (5)
1. To receive, consider and adopt the audited consolidated financial statements and the reports of the directors and the auditor of the Company for the year ended 31 March 2025.
2. To re-appoint Deloitte Touche Tohmatsu as auditor of the Company and to authorise the board of directors of the Company to fix their remuneration.
3. To re-elect Mr. Zhang Chao as an executive director of the Company.
4. To re-elect Mr. Pu Xiaojiang as a non-executive director of the Company.
5. To re-elect Ms. Liang Jingyan as a non-executive director of the Company.
6. To re-elect Mr. Li Zhouxin as an independent non-executive director of the Company.
7. To authorise the board of directors of the Company to fix the remuneration of the directors of the Company.
8. To grant a general mandate to the directors of the Company to allot, issue and deal with additional shares not exceeding 20% of the issued share capital of the Company as at the date of passing this resolution.
9. To grant a general mandate to the directors of the Company to buy back shares not exceeding 10% of the issued share capital of the Company as at the date of passing this resolution.
10. To extend the general mandate granted to the directors of the Company to allot, issue and deal with additional shares in the share capital of the Company by an amount not exceeding the amount of the shares bought back by the Company.
SPECIAL RESOLUTION (4) FOR (5) AGAINST (5)
11. To approve and adopt the new amended and restated memorandum and articles of association of the Company in substitution for, and to the exclusion of, the existing amended and restated memorandum and articles of association of the Company.

Dated this: _____________ day of _____________ 2025
Signature(s) (6): _______________

Notes:
1. Full name(s) and address(es) to 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) to which this form of proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all shares registered in your name(s).
3. If any proxy other than the chairman of the meeting is preferred, strike out “THE CHAIRMAN OF THE MEETING OR” and insert the name and address of the proxy desired in the space provided. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE MEETING WILL ACT AS PROXY.
4. The description of these resolutions is by way of summary only. The full text appears in the notice of the Meeting of the Company.
5. IMPORTANT: If you wish to vote for any resolution, tick in the box marked "For". If you wish to vote against any 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.
6. 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 common seal or under the hand of an officer, attorney or other person duly authorised to sign the same.
7. Any member of the Company entitled to attend and vote at the Meeting shall be entitled to appoint another person as his proxy to attend and vote instead of him. A member who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf at the Meeting provided that if more than one proxy is so appointed, the appointment shall specify the number of shares in respect of which each such proxy is so appointed. A proxy need not be a member of the Company. On a poll, votes may be given either personally or by proxy.
8. To be valid, the instrument appointing a proxy and (if required by the board of directors) the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power or authority, shall be delivered to the Company's Hong Kong branch share registrar, Union Registrars Limited, at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King's Road, North Point, Hong Kong not less than 48 hours before the time appointed for holding the Meeting or any adjournment thereof.
9. No instrument appointing a proxy shall be valid after expiration of 12 months from the date named in it as the date of its execution, except at an adjourned meeting or on a poll demanded at the Meeting or any adjournment thereof in cases where the Meeting was originally held within 12 months from such date.
10. Where there are joint holders of any shares, 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 was solely entitled thereto, but if more than one of such joint holders be present at the Meeting, the vote of the senior who renders 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 the joint holding.
11. Completion and delivery of an instrument appointing a proxy shall not preclude a member from attending and voting in person at the Meeting if the member so wish and in such event, the instrument appointing a proxy should be deemed to be revoked.
12. If tropical cyclone warning signal no. 8 or above is hoisted, "extreme conditions" caused by super typhoons or a black rainstorm warning signal is in force at 9:00 a.m. on Friday, 5 September 2025, the AGM will not be held on that day but will automatically be postponed and, by virtue of this notice, be held at the same time and place on Friday, 12 September 2025. Shareholders of the Company may call the Company at (852) 2528 1499 during business hours from 9:00 a.m. to 6:00 p.m. on Monday to Friday, excluding public holidays for details of alternative meeting arrangements.