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OSL Group Limited Proxy Solicitation & Information Statement 2024

Apr 29, 2024

49522_rns_2024-04-29_ad16b0d9-903b-4d3e-95a9-c67970188bb6.pdf

Proxy Solicitation & Information Statement

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OSL Group Limited OSL 集團有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 863)

PROXY FORM FOR THE ANNUAL GENERAL MEETING TO BE HELD ON 30 MAY 2024 (AND ANY ADJOURNMENT THEREOF)

Number of shares to which this proxy from relates[(note][1)]

I/We[(note][2)]

of

being the registered holder(s) in the share capital of OSL Group Limited (the ‘‘Company’’) hereby appoint[(note][3)]

of

or failing him/her the chairperson of the Meeting as my/our proxy to attend on my/our behalf at the annual general meeting of the Company (the ‘‘Meeting’’) to be held at 39/F, Lee Garden One, 33 Hysan Avenue, Causeway Bay, Hong Kong on Thursday, 30 May 2024 at 10:00 a.m. and at any adjournment thereof for the purpose of considering and, if thought fit, passing the resolutions as set out in the notice (the ‘‘Notice’’) convening the Meeting and at such Meeting (and any adjournment thereof) to vote for me/us and on my/our behalf in respect of the resolutions as hereunder indicated or, if no such indication is given, as my/our proxy thinks fit:

ORDINARY RESOLUTIONS FOR[(note][4)] AGAINST[(note][4)] 1. To receive and adopt the audited financial statements of the Company and its subsidiaries and the reports of the directors of the Company (the ‘‘Directors’’) and the auditors of the Company for the year ended 31 December 2023. 2. To re-appoint PricewaterhouseCoopers as the independent auditor of the Company and to authorise the board of Directors to fix their remuneration. 3. (a) To re-elect Mr. Pan Zhiyong as an executive Director; (b) To re-elect Mr. Ko Chun Shun, Johnson as an executive Director; (c) To re-elect Ms. Xu Kang as an executive Director; (d) To re-elect Mr. Yang Chao as an executive Director; (e) To re-elect Mr. Xu Biao as an independent non-executive Director; and (f) To authorise the board of Directors to fix the Directors’ remuneration. 4. To grant the general mandate to the Directors to issue, allot and otherwise deal with additional shares of the Company in the manner as set out in resolution No. 4 of the Notice. Dated this day of 2024 Signature(s)[(note][5)]

Notes:

  1. Please insert the number of shares registered in your name(s). If no number is inserted, this proxy form will be deemed to relate to all the shares in the capital of the Company registered in your name(s).

  2. Full name(s) and address to be inserted in BLOCK CAPITALS.

  3. deleteA proxytheneedwordsnot ‘‘beor afailingmemberhim/herof the Company.the chairpersonA memberof theis entitledMeetingto’’ appointand inserta proxy/proxiesthe name andtoaddressattend andof thevotepersonin hisappointedstead. If suchas proxyan appointmentin the spaceis provided.made, youANYmay ALTERATION MADE TO THIS PROXY FORM MUST BE INITIALLED BY THE PERSON(S) WHO SIGN(S) IT.

  4. PLEASE INDICATE WITH a ‘‘P’’ in the appropriate space beside each item how you wish the proxy to vote on your behalf. If this form is returned duly signed, but without any such indication, the proxy will vote or abstain at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the Meeting other than those referred to in the Notice.

  5. attorneyThis proxydulyformauthorised.must be Thesignedsignatureby youmustor yourmatchattorneythe recordsduly authorisedmaintainedinbywritingthe Companyor, in ’thes branchcase ofsharea corporation,registrar andmusttransferbe underofficeitsinsealHongor Kong.under the hand of an officer or

  6. In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy or by representative, will be accepted to the exclusion of the votes of the other joint holder(s). For this purpose, seniority is determined by the order in which the names stand in the Register of Members in respect of the joint holding.

  7. withTo bethevalid,Companythis proxy’s branchform,sharetogetherregistrarwithandanytransferpower officeof attorneyin Hongor otherKong,authority,Tricor Investorif any,Servicesunder whichLimitedit isatsigned17/F, Faror aEastnotariallyFinancecertifiedCentre,copy16 Harcourtthereof mustRoad,beHongdepositedKong not less than 48 hours (i.e. 10:00 a.m. on Tuesday, 28 May 2024) before the time appointed for holding the Meeting and any adjournment (as the case may be) thereof.

  8. Completion and delivery of the proxy form 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

andYouryoursupplyvotingof yourinstructionsand yourforproxythe’sMeeting(or proxies(the’) ‘‘name(s)Purposesand’’).address(es)We may transferis on a yourvoluntaryand yourbasis proxyfor the’s purpose(or proxiesof processing’) name(s) yourand address(es)request for theto ourappointmentagent, contractor,of a proxyor(orthirdproxies)party servicePurposesproviderand needwhoto providesreceive theadministrative,information.computerYour andandyourotherproxyservices’s (or proxiesto us and’) name(s)to such partiesand address(es)who are authorisedwill be retainedby lawforto requestsuch periodthe informationas may be necessaryor are otherwiseto fulfilrelevantthe Purposes.for the 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 Tricor Investor Services Limited at the above address.