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Plus Group Holdings Inc. Proxy Solicitation & Information Statement 2024

Jun 25, 2024

50620_rns_2024-06-25_8b46405c-ec24-40ee-b05a-7699b1bd425c.pdf

Proxy Solicitation & Information Statement

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Plus Group Holdings Inc. 普樂師集團控股有限公司

(A company incorporated in the Cayman Islands with limited liability)

(Stock Code: 2486)

Form of Proxy for use at the Extraordinary General Meeting to be held on Monday, 15 July 2024 (or any adjournment thereof)

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

I/We[(Note][2)] of being the registered holder(s) of shares[(Note][3)] of US$0.0002 each in the share capital of Plus Group Holdings Inc. (the ‘‘Company’’) HEREBY APPOINT (Note 4) THE CHAIRMAN OF THE MEETING or (name) of (address),

as my/our proxy to attend and vote on my/our behalf at extraordinary general meeting of the Company to be held on Monday, 15 July 2024 at 11: 00 a.m. at Room 201, 2/F, Sun House, 90 Connaught Road Central, Sheung Wan, Hong Kong and at any adjournment thereof. I/We direct that my/our vote(s) be cast on the resolution as indicated by an ‘‘✓’’ in the appropriate boxes. In absence of any indication, the proxy may vote for or against the resolution at his/her own discretion.

ORDINARY RESOLUTION FOR[(Note][5)] AGAINST[(Note][5)] 1. To appoint CL Partners CPA Limited as auditors of the Company to hold office until the conclusion of the next annual general meeting of the Company and authorise the Board to fix its remuneration. Dated this day of 2024 Signature[(Note][6)] :

Notes:

  1. If no number is inserted, this form of proxy will be deemed to be related to all the shares of the Company registered in your name.

  2. Please insert full name(s) and address(es) in BLOCK CAPITALS as shown in the register of members of the Company.

  3. Please insert the number of shares of the Company registered in your name(s).

  4. 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 of the Company entitled to attend and vote at the meeting is entitled to appoint one or more (if he/she/it holds more than one share) proxies to attend and vote instead of him/her/it. If more than one proxy is appointed, the appointment shall specify the number of shares in respect of which each such proxy (or proxies) is so appointed. A proxy need not be a shareholder of the Company. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE MEETING WILL ACT AS YOUR PROXY. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

  5. 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’’. Failure to tick a box will entitle your proxy (or proxies) to cast your vote at his/her discretion. Your proxy (or proxies) will also be entitled to vote at his/her discretion or to abstain 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 or attorney or other person duly authorised.

  7. Every shareholder of the Company present in person or by proxy or, being a corporation, is present by its duly authorised representative, shall have one vote for every fully paid share of which he/she/it is the holder.

  8. In the 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.

  9. To be valid, this form of proxy together with the power of attorney (if any) or other authority (if any) under which it is signed or a notarially certified copy thereof, must be delivered to the Company’s share registrar in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than 48 hours before the time fixed for holding the extraordinary general meeting or any adjournment thereof.

  10. The proxy need not be a shareholder of the Company but must attend the meeting in person to represent you.

  11. Completion and delivery of the form of proxy will not preclude you from attending and voting at the meeting if you so wish and in such event the form of proxy shall be deemed to be revoked.

  12. Shareholders or their proxies attending the meeting shall produce their identity documents.

  13. Reference to dates and time in this form of proxy are to Hong Kong dates and time.

  14. The description of the resolution is by way of summary only. The full text appears in the notice of the meeting of the Company dated 25 June 2024.

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 extraordinary general meeting 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 authorised 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, 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong.