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Omnibridge Holdings Limited Proxy Solicitation & Information Statement 2021

Apr 14, 2021

51459_rns_2021-04-14_a53420d0-4b80-4b1b-b429-472d6a68bdb0.pdf

Proxy Solicitation & Information Statement

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Omnibridge Holdings Limited 中安控股集團有限公司

(formerly known as Omnibridge Holdings Limited 橋英控股有限公司)

(incorporated in the Cayman Islands with limited liability)

(Stock code: 8462)

Number of shares to which this proxy form relates[1]

PROXY FORM FOR THE ANNUAL GENERAL MEETING TO BE HELD ON 17 MAY 2021

I/We[2] ,

of

Omnibridge Holdings Limited (the “ Company ”), HEREBY APPOINT[3] of

being the registered holder(s) of the shares in the capital of

(name) (address)

or failing him/her, THE CHAIRMAN OF THE MEETING as my/our proxy to attend and vote for me/us and on my/our behalf at the annual general meeting of the Company (the “ AGM ”) to be held at 2:30 p.m. on Monday, 17 May 2021 at 20/F, Office Plus @Sheung Wan, 93-103 Wing Lok Street, Sheung Wan, Hong Kong or any adjournment of such meeting. I/We direct that my/our vote(s) be casted on the resolutions as indicated by a “✓” in the appropriate boxes. In the absence of any indication, the proxy may vote in respect of that resolution at his/her discretion.

ORDINARY RESOLUTIONS FOR4 AGAINST4
1 To receive, consider and adopt the audited consolidated financial statements of the Company and
its subsidiaries together with the reports of the directors of the Company (the “Director(s)”) and
independent auditors of the Companyand its subsidiaries for theyear ended 31 December 2020
2(a) (i)To re-elect Ms. YongYuet Han as an executive Director
2(a) (ii)To re-elect Ms. Lo WingYan Emmyas an executive Director
2(a) (iii)To re-elect Ms. Han Wenxian as a non-executive Director
2(a) (iv)To re-elect Mr. Koh Shian Wei as an independent non-executive Director
2(a) (v)To re-elect Mr. Liang Qianyuan as an independent non-executive Director
2(a) (vi)To re-elect Mr. OngKian Guan as an independent non-executive Director
2(b) To authorise the board of Directors to fix the remuneration of the Directors for the year ending 31
December 2021
3 To re-appoint HLB Hodgson Impey Cheng Limited as the independent auditors of the Company
and to authorise the board of Directors to fix their remuneration
4 To grant a general mandate to the Directors to allot, issue and deal with additional shares of the
Companyupto 20% of the aggregate number of the issued shares of the Company 5
5 To grant a general mandate to the Directors to repurchase shares of the Company up to 10% of the
aggregate number of the issued shares of the Company 5
6 To extend the general mandate granted to the Directors in 4 above by the number of shares of the
Companyrepurchased5
Dated this day of2021

Signed[6] :

Notes:

  1. If no number is inserted, this proxy form will be deemed to relate to all the shares registered in the name of the holder appearing in this proxy form.

  2. Please insert full name(s) and address(es) in BLOCK CAPITALS . The name(s) of all joint registered holders should be stated.

  3. Please insert the name and address of the proxy. If no name is inserted, the chairman of the meeting will act as the proxy. A shareholder of the Company (the “ Shareholder(s) ”) may appoint one or more proxies to attend the AGM and vote for him/her provided that each proxy is appointed to exercise the rights attached to different share or shares held by the Shareholder. To appoint more than one proxy, a photocopy of this proxy form may be used. The proxy needs not be a Shareholder, but must attend the AGM (or any adjournment thereof) in person to represent you.

  4. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, TICK () IN THE RELEVANT BOX BELOW THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST A RESOLUTION, TICK () IN THE RELEVANT BOX BELOW THE BOX MARKED “AGAINST”. IF YOU WISH TO USE LESS THAN ALL YOUR VOTES, OR TO CAST SOME OF YOUR VOTES “FOR”AND SOME OF YOUR VOTES “AGAINST” A PARTICULAR RESOLUTION, YOU MUST WRITE THE NUMBER OF VOTES IN THE RELEVANT BOX(ES). Failure to tick either box or write the number of votes in the box in respect of a resolution will entitle your proxy to cast your vote in respect of that resolution at his/her discretion or to abstain from voting. Your proxy will also be entitled to vote at his/her discretion or to abstain from voting on any resolution properly put to the AGM other than those referred to in the notice convening the AGM.

  5. The full text of the resolutions are set out in the notice of the AGM dated 14 April 2021 (the “ Notice ”).

  6. This proxy form must be signed by you or your agent duly authorised in writing or, in the case of a corporation, must either be executed under its common seal or be signed by an officer or agent duly authorised in writing. ANY ALTERATION MADE TO THIS PROXY FORM MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

  7. In order to be valid, this completed proxy form, together with the power of attorney or other authority (if any) under which it is signed or a certified copy of that power of attorney or authority (such certification to be made by either a notary public or a solicitor qualified to practise in Hong Kong), must be lodged with the Company’s branch share registrar and transfer office in Hong Kong (the “ Share Registrar ”), Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time for holding the AGM or its adjournment (as the case may be).

  8. Submission of this proxy form shall not preclude you from attending the AGM or its adjournment and voting in person should you so wish, but the appointment of the proxy will be revoked if you attend in person at the AGM.

  9. If you have returned a proxy form, you may revoke it by completing and signing a proxy form bearing a later date, and lodging it with the Share Registrar. In order to be valid for voting purposes, this latter proxy form should be received by Share Registrar not later than 48 hours before the time appointed for holding the AGM or its adjournment (as the case may be) (the “ Closing Time ”). If this latter proxy form is lodged with Share Registrar after the Closing Time, it will be invalid for voting purpose. However, it will revoke any previous proxy form and any vote that may be cast by the purported proxy will not be counted in any poll taken on a proposed resolution.

  10. In the case of joint registered holders of any shares, any one of such persons may vote at the AGM, either personally or by proxy, in respect of such shares as if he/she were solely entitled thereto but if more than one of such joint holders are present at the AGM personally or by proxy, the vote of the senior holder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the vote(s) of the other joint holders and, for this purpose, seniority shall be determined by the order in which the names stand in the Company’s register of members in respect of the relevant joint holding.

  11. The Company reserves the right to treat any proxy form which has been incorrectly completed in some manner which (at its absolute discretion) is not material as being valid.

  12. Pursuant to Article 66(1) of the articles of association of the Comany and Rule 17.47(4) of the Rules Governing the Listing of Securities on GEM of The Stock Exchange of Hong Kong Limited, voting on all resolutions set out in the Notice will be decided by poll at the AGM.

PERSONAL INFORMATION COLLECTION STATEMENT

  • (i) “Personal Data” in these statements has the same meaning as “personal data” in the Personal Data (Privacy) Ordinance, Chapter 486 of the Laws of Hong Kong (“ PDPO ”).

  • (ii) Your supply of Personal Data to the Company is on a voluntary basis. Failure to provide sufficient information, the Company may not be able to process your appointment of proxy and instructions.

  • (iii) Your Personal Data may be disclosed or transferred by the Company to its subsidiaries, its share registrars, and/or other companies or bodies for any of the stated purposes, and retained for such period as may be necessary for our verification and record purposes.

  • (iv) You have the right to request access to and/or correction of your Personal Data in accordance with the provisions of the PDPO. Any such request for access to and/or correction of your Personal Data should be in writing to the Personal Data Privacy Officer of Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong.