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P.B. Group Limited Proxy Solicitation & Information Statement 2021

Apr 28, 2021

51395_rns_2021-04-27_914f2c6a-2fd1-4831-90be-05e50c7b47ed.pdf

Proxy Solicitation & Information Statement

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(incorporated in Cayman Islands with limited liability) (Stock code: 8331)

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

FORM OF PROXY FOR THE ANNUAL GENERAL MEETING TO BE HELD ON FRIDAY, 28 MAY 2021 (OR ANY ADJOURNMENT THEREOF)

I/We[(Note][2)]

of

being the registered holder(s) of shares in the issued share capital of P.B. Group Limited (the ‘‘Company’’) HEREBY APPOINT the chairman of the meeting[(Note][3)] or

of

as my/our proxy to attend, act and vote for me/us and on my/our behalf as directed below at the annual general meeting (the ‘‘AGM’’) of the Company for the year 2021 to be held at Room 402A, 4/F., Park Commercial Centre, 180 Tung Lo Wan Road, Causeway Bay, Hong Kong on Friday, 28 May 2021 at 2:30 p.m. (or at any adjournment thereof).

Please tick (‘‘✓’’) the appropriate boxes to indicate how you wish your vote(s) to be cast on a poll[(Note][4)] .

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----- Start of picture text ----- ORDINARY RESOLUTIONS FOR AGAINST1. To receive and consider the audited consolidated financial statements of the Company and thereports of the Directors and auditor for the year ended 31 December 2020.2(a). To re-elect Dr. CHAN Man Fung as an executive Director.2(b). To re-elect Mr. PUI Wai Lun as an executive Director.2(c) To re-elect Mr. YIP Chong Ho Eric as an independent non-executive Director.2(d). To re-elect Mr. SU Chun Xiang as an executive Director.2(e). To re-elect Mr. PANG Ho Yin as an executive Director.2(f). To authorize the Board to fix the respective Directors’ remuneration.3. To re-appoint BDO Limited as auditor and to authorise the Board to fix their remuneration.4(A). To give a general mandate to the Directors to repurchase shares of the Company not exceeding 10%of the total number of issued shares of the Company as at the date of passing of this resolution.4(B). To give a general mandate to the Directors to allot, issue and deal with additional shares of theCompany not exceeding 20% of the total number of issued shares of the Company as at the date ofpassing of this resolution.4(C). To extend the general mandate granted to the Directors to allot, issue and deal with additionalshares in the capital of the Company by the aggregate number of the shares repurchased by theCompany.5. To approve the refreshment of the Scheme Mandate Limit of the Share Option Scheme (as definedin the circular of the Company dated 28 April 2021).Date: 2021 Signature(s) [(Note] [5)]----- End of picture text -----

Notes:

  1. Please insert the number of shares to which this form of proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all the shares of the Company registered in your name(s). If more than one proxy is appointed, the number of shares in respect of which each such proxy so appointed must be specified.

  2. Full name(s) and address(es) to be inserted in BLOCK CAPITALS. 3. If any proxy other than the chairman of the meeting is preferred, please strike out the words ‘‘the chairman of the meeting or’’ and insert the name and address of the proxy desired in the space provided. Any Shareholder entitled to attend and vote at the AGM is entitled to appoint one proxy or more than one proxy to attend and vote instead of him. A proxy need not

  3. IMPORTANT:be a Shareholder.IF EveryYOU ShareholderWISH TO VOTEpresentFORin personA RESOLUTION,or by proxy shallPLEASEbe entitledTICKto(‘‘one✓’’vote) THEforBOXeach shareMARKEDheld by‘‘FORhim.’’. IF YOU WISH TO VOTE AGAINST A RESOLUTION, PLEASE TICK (‘‘✓’’) THE BOX MARKED ‘‘AGAINST’’. If no direction is given, your 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 AGM other than those referred to in the notice convening the AGM.

  4. This form of proxy must be signed by you or your attorney duly authorized in writing. In case of a corporation, the same must be either under its common seal or under the hand of an officer or attorney so authorized. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

  5. In case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of votes of the other joint holder(s) and for this purpose seniority will be determined by the order in which the names stand in the register of members of the Company.

  6. CompanyIn order to’s branchbe valid,sharethisregistrar,form of proxy,Tricor Investortogether Serviceswith the Limited,power ofatattorneyLevel 54,or Hopewellother authorityCentre,(if183any)Queenunder’s whichRoad East,it is HongsignedKongor a notcertifiedless thancopy48thereof,hours beforemust bethedepositedtime appointedat the for the holding of the AGM or any adjournment thereof.

  7. Completion and delivery of the form of proxy will not preclude you from attending and voting at the AGM should you so wish and, in such event, the instrument appointing a proxy shall be deemed to be revoked if you vote in person at the AGM.

  8. Unless otherwise defined, capitalized terms used in this form of proxy shall have the same meanings as defined in the circular dated 28 April 2021.

PERSONAL INFORMATION COLLECTION STATEMENT

Your supply of your and your proxy’s (or proxies’) name(s) and address(es) is on a voluntary basis for the purpose of processing your request for the appointment of a proxy (or proxies) and your voting instructions for the AGM of the Company (the ‘‘Purposes’’). We may transfer your and your proxy’s (or proxies’) name(s) and address(es) to our agent, contractor, or third party service provider who provides administrative, computer and other services to us for use in connection with the Purposes and to such parties who are authorized 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. Request for access to and/or correction of the relevant personal data can be made 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.