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Q Technology (Group) Company Limited — Proxy Solicitation & Information Statement 2024
Jun 11, 2024
49950_rns_2024-06-11_51fcb6e7-6e3e-4ac1-92d5-d70bfd81991e.pdf
Proxy Solicitation & Information Statement
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Q TECHNOLOGY (GROUP) COMPANY LIMITED ������������
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1478)
FORM OF PROXY FOR THE EXTRAORDINARY GENERAL MEETING
I/We (Please insert name in block capital letters)
of (Address)
being the registered holder(s) of (see Note 1) ordinary shares of HK$0.01 each in the capital of Q Technology (Group) Company Limited (the ‘‘Company’’), hereby appoint (Name) of (Address)
or failing him/her, the chairman of the general meeting (see Note 2), as my/our proxy to attend and vote for me/us on my/our behalf at the extraordinary general meeting of the Company (the ‘‘EGM’’) to be held at Room 901, 9/F, Block 4C, Software Industrial Base, Xuefu Road, Nanshan District, Shenzhen, the PRC on Friday, 28 June 2024 at 10:30 a.m. and at its adjourned meeting (if any). My/Our proxy is authorized and instructed to vote as indicated (see Note 3) in respect of the under-mentioned resolutions. Unless stated defined, capitalized terms used herein shall have the same meanings as ascribed to them in the circular of the Company dated 12 June 2024 (the ‘‘Circular’’).
Ordinary Resolutions (see Note 3) For Against 1. To consider, approve and ratify the Continuing Connected Transaction Agreements (as supplemented by the Supplemental Agreements) (each as defined in the Circular) and the transactions contemplated thereunder and the adoption of the Revised Annual Caps (as defined in the Circular) for the three years ending 31 December 2026 for those transactions, and to authorise any one Director of the Company to execute all such documents and take such action as he/she may deem appropriate in connection with or to implement or give effect to the Continuing Connected Transaction Agreements (as supplemented by the Supplemental Agreements) and the transactions contemplated thereunder and the adoption of the Revised Annual Caps. 2. To approve the adoption of the New Share Scheme and the Scheme Mandate Limit (each as defined in the Circular) and the termination of the Existing Share Option Scheme (as defined in the Circular), and to authorise the Directors of the Company to do such acts and things and enter into such transactions, arrangements and agreements as the Directors may in their sole discretion consider necessary, desirable or expedient in order to give full effect to and implement the New Share Scheme.
- For the full text of the proposed resolutions, please refer to the notice of the EGM as contained in the Circular.
Shareholder’s signature(s) (see Note 5):
Dated this day of 2024
Notes:
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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).
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A member of the Company (the ‘‘Member’’ or ‘‘Shareholder’’) may appoint one (or, if he/she/it holds two or more shares in the Company, more than one) proxy of his/her/its own choice. If such an appointment is made, please insert the name of the person appointed as proxy in the space provided. A proxy need not be a Member. If more than one proxy is appointed, the original form of proxy may be photocopied for use.
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IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, PLEASE TICK THE BOX MARKED ‘‘FOR’’. IF YOU WISH TO VOTE AGAINST ANY 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 the resolution properly put to the EGM other than those referred to in the notice of the EGM.
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If the appointer is a corporation, this form of proxy must be under common seal or under the hand of an officer, attorney, or other person duly authorized on its behalf.
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In the case of joint Shareholders, the signature of any one Shareholder will be sufficient but the names of all the joint Shareholders should be stated.
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Where there are joint holders of any share of the Company, any one of such joint holders may vote at the EGM, 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 is present at the EGM, 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 by the order in which the names stand in the register of members of the Company in respect of the joint holding.
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17MTo beFloor,valid,Hopewellthis form Centre,of proxy183mustQueenbe ’completed,s Road East,signedWanchai,and depositedHong Kong,at thetogetherCompanywith’s aHongpowerKongof attorneybranch shareor otherregistrar,authority,Computershareif any, underHongwhichKongit isInvestorsigned (orServicesa certifiedLimitedcopyat thereof), not later than 48 hours before the time for convening the EGM. Completion and return of the form of proxy shall not preclude a Member from subsequently attending and voting in person at the EGM or any of its adjourned meeting and in such event, the instrument appointing a proxy shall be deemed to be revoked.
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Any alteration to this form of proxy must be initialed by the person who signs it.
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The Company reserves its right to treat any form of proxy which has been incorrectly completed in some manner as valid if such incorrectness is considered by the Company, at its absolute discretion, not material.
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A Member’s proxy should produce proof of identity when attending the EGM. If a corporate Member appoints its representative to attend the EGM, such representative should produce proof of identity and a copy of the resolution of the board of directors or governing body of that Member appointing such representative to attend the EGM.
PERSONAL INFORMATION COLLECTION STATEMENT
Yourvotingsupplyinstructionsof yourforandtheyourEGMproxy(the’s ‘‘(orPurposesproxies’’’)).name(s)We mayandtransferaddress(es)your isandonyoura voluntaryproxy’s basis(or proxiesfor the’)purposename(s)ofandprocessingaddress(es)yourtorequestour agent,for thecontractor,appointmentor thirdof a proxyparty service(or proxies)providerand yourwho providesfor the Purposesadministrative,and needcomputerto receiveand theotherinformation.services to Yourus foranduse yourin connectionproxy’s (orwithproxiesthe Purposes’) name(s)andandto suchaddress(es)parties whowill arebe authorizedretained forbysuchlaw periodto requestas maythe informationbe necessaryor toarefulfilotherwisethe Purposes.relevant 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 the Company/Computershare Hong Kong Investor Services Limited at the above address.