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Pengo Holdings Group Limited Proxy Solicitation & Information Statement 2024

Mar 25, 2024

50226_rns_2024-03-25_b49c670d-2d26-4766-b143-93d2a74e12c1.pdf

Proxy Solicitation & Information Statement

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Trendzon Holdings Group Limited ����������

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1865)

FORM OF PROXY FOR USE AT EXTRAORDINARY GENERAL MEETING

I/We (Name)

(Block capitals, please)

of (Address)

being the holder(s) of

(see Note 1) shares of HK$0.01 each in the capital of

Trendzon Holdings Group Limited (the ‘‘Company’’) hereby appoint

of or

Companythe chairman(theof‘‘Meetingthe meeting’’) to[(see] be[Note] held[2)] atas11:00my/oura.m.proxyon Monday,to attend15andAprilvote2024for atme/usUnitand1213,on Floormy/our12,behalfWingatOnthePlaza,extraordinary62 ModygeneralRoad, TsimmeetingShaofTsui,the Hongas indicatedKong,[(see] and[Note] at any[3)] inadjournmentrespect of thethereofundermentionedor on any resolutionresolution:or motion which is proposed thereat. My/Our proxy is authorized and instructed to vote

Ordinary Resolution[(see][Note][3)] For[(see][Note][3)] Against[(see][Note][3)]

1 ‘‘THAT: (i) theLimiteddisposalto Mr.by Tanthe CompanyTze Loongof (the22%‘‘ofPurchaserthe equity’’) interestsat a totalinconsiderationIntegral Virtueof S$6.25 million (equivalent to approximately HK$36.25 million) pursuant to the saleCompanyand purchaseand the agreementPurchaser dated(the ‘‘26SaleFebruaryand Purchase2024 enteredAgreementinto between’’) and theall transactions contemplated under the Sale and Purchase Agreement be and are hereby ratified, confirmed and approved; and (ii) the directors of the Company be and are hereby authorised for and on behalf of the Company to sign, execute, perfect, perform and deliver all such other agreements, instruments, deeds and documents and do all such acts or things and take all such steps as they may in their absolute discretion consider to be necessary, desirable, appropriate or expedient to implement or give effect to or otherwise in connection with, incidental or ancillary to the Sale and Purchase Agreement referred to in paragraph (i) above and all the transactions contemplated thereunder and to agree to such variations, amendments or waivers asCompanyare, in andthe itsopinionshareholders.of the ’’directors of the Company, in the interests of the

Date this day of , 2024 Signature(s)[(see][Note][4][&][5)]

IMPORTANT: PLEASE READ NOTES CAREFULLY BEFORE COMPLETING THIS PROXY FORM

Notes:

  1. 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).

  2. A shareholder may appoint more than one proxy of his/her own choice. If such an appointment is made, strike out the words ‘‘or the chairman of the meeting’’, and insert the name(s) of the person(s) appointed as proxy in space provided. Any alteration made to this form of proxy must be initialled by the person who signs it. Completion and delivery of this form of proxy will not preclude shareholders of the Company from attending and voting in person at the Extraordinary General Meeting or any adjourned thereof should they so wish, and in such event, this form of proxy will be deemed to be revoked.

  3. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION, PLEASE TICK THE BOX MARKED ‘‘For’’. IF YOU WISH TO VOTE AGAINST THE RESOLUTION, PLEASE TICK THE BOX MARKED ‘‘Against’’. Failure to tick a box will entitle your proxy to cast your vote at his/her discretion. 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.

  4. If the appointor is a corporation, this form must be executed under common seal or under the hand of an officer, attorney, or other person duly authorized on that behalf.

  5. In the case of joint holders, the signature of any one holder will be sufficient but the names of all the joint holders should be stated. Where there are joint holders of any share of the Company, 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 were 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, will be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined as that one of the said persons so present whose name stands first on the register of members of the Company in respect of such share shall alone be entitled to vote in respect thereof.

  6. 3301-04,To be valid,33/F,thisTwoformChinachemof proxy mustExchangebe completed,Square, 338signedKingand’s Road,depositedNorthatPoint,the HongHongKongKong,branchtogethersharewithregistrarthe powerand transferof attorneyofficeor otherof theauthorityCompany,(ifUnionany) underRegistrarswhichLimited,it is signedat Suites(or a notarially certified copy thereof), as soon as possible but in any event not less than 48 hours before the time for holding the meeting (i.e. before 11:00 a.m. on Saturday, 13 April 2024).

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

PERSONAL INFORMATION COLLECTION STATEMENT

Yourvotingsupplyinstructionsof yourforandtheyourExtraordinaryproxy’s (orGeneralproxiesMeeting’)name(s)of andthe Companyaddress(es)(theis on‘‘Purposesa voluntary’’). Webasismayfortransferthe purposeyour ofandprocessingyour proxyyour’s (orrequestproxiesfor’)thename(s)appointmentand address(es)of a proxyto our(or proxies)agent, contractor,and your orinformationthird partyorserviceare otherwiseproviderrelevantwho providesfor the administrative,Purposes and needcomputerto receiveand otherthe information.services to usYourforanduse yourin connectionproxy’s (orwithproxiesthe Purposes’)name(s)andandtoaddress(es)such partieswillwhobeareretainedauthorizedfor suchby lawperiodto requestas maythebe 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 the following means:

By mail to:

By email to:

Union Registrars Limited Suites338 King3301-04,’s Road,33/F,NorthTwoPoint,ChinachemHong KongExchange Square [email protected]

This document is made in English and Chinese. In case of any inconsistency, the English version shall prevail.