Roma (meta) Group Limited — Proxy Solicitation & Information Statement 2018

Aug 24, 2018

==> picture [89 x 52] intentionally omitted <==

ROMA GROUP LIMITED 羅 馬 集 團 有 限 公 司[*]

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 8072)

PROXY FORM

Form of proxy form for use by shareholders at the annual general meeting to be held at 22/F, China Oversea Building, 139 Hennessy Road, Wanchai, Hong Kong at 11:00 a.m. on 27 September 2018. (or any adjournment thereof)

I/We[note][1]

of

being the registered holder(s) of[note][2]

ordinary shares (‘‘Shares’’) of HK$0.064 each in the capital of ROMA GROUP LIMITED (‘‘Company’’), HEREBY APPOINT the chairman of the annual general meeting (‘‘Meeting’’) of the Company, or

of

to act as my/our proxy[note][3] to attend for me/us and on my/our behalf at the Meeting (or at its adjournment) to be held at 22/F, China Oversea Building, 139 Hennessy Road, Wanchai, Hong Kong on Thursday, 27 September 2018 at 11:00 a.m. and at any adjournment thereof and to vote on my/our behalf as directed below. Please make a mark in the appropriate boxes to indicate how you wish your vote(s) to be cast on a poll.

		ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	FOR note 4	AGAINST note 4
1.		To receive and approve the audited consolidated financial statements and the reports of the directors (‘‘Directors’’) and auditor of the Company (‘‘Auditor’’)for the year ended 31 March 2018
2.		(a) To re-elect Mr. Yue Kwai Wa Ken as executive Director
		(b) To re-elect Mr. Li Sheung Him Michael as executive Director
		(c) To re-elect Mr. Ko Wai Lun Warren as independent non-executive Director
		(d) To authorise the board (‘‘Board’’) of Directors to fix the remuneration of the Directors
3.		To re-appoint BDO Limited as the Auditor of the Company for the year ending 31 March 2019 and to authorise the board of directors of the Company to fix its remuneration
4.		To grant a general and unconditional mandate to the Directors to allot, issue or otherwise deal with Shares not exceeding 20% of the number of issued Shares as at the date of the passing of the relevant resolution
5.		To grant a general mandate to the Directors to repurchase the Shares not exceeding 10% of the number of issued Shares as at the date of the passing of the relevant resolution
6.		Conditional upon resolutions no.4 and 5 being passed, to add the number of the shares repurchased by the Company to the general mandate granted to the directors under resolution no.4
7.		To approve the refreshment o	f the existing scheme limit under the share option scheme of the Company
* F Dated this		or the full text of the proposed reso day of	lutions, please refer to the Notice as contained in the Company’s circular dated 2018. Shareholder’s signature	27 August 2018. note 5-11

Notes:

1. Full name(s) and address(es) must be inserted in BLOCK CAPITALS. The names of all joint holders should be stated.

2. Please insert the number of Shares registered in your name(s) to which the proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all the Shares registered in your name(s).

3. meetingA proxy (need‘‘Meetingnot be’’)a ofmemberthe Companyof the Company.or’’ and insertIf youthewishnameto appointand addresssome ofpersonthe personother thanappointedthe chairmanin the ofspacethe provided.Meeting asAyourmemberproxy,of pleasethe Companydelete theentitledwordsto‘‘theattendchairmanand voteof theat theannualMeetinggeneralis entitled to appoint in written form one or, if he is the holder of two or more Shares, more proxies to attend and vote instead of him.

4. ‘‘IfAgainstyou wish’’. Iftothevoteformfor returnedany of theis dulyresolutionssigned setbut outwithoutabove,specificpleasedirectiontick (‘‘Pon’’)anythe ofboxesthe proposedmarked ‘‘resolutions,For’’. If youthewishproxyto votewill voteagainstor abstainany of theat hisresolutions,discretionpleasein respecttick of(‘‘Pall’’)resolutions;the boxes ormarkedif in respect of a particular proposed resolution there is no specific direction, the proxy will, in relation to that particular proposed resolution, vote or abstain at his discretion.

5. In the case of joint holders of Shares, any one of such joint holders may vote, 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 are present at the Meeting personally or by proxy, that one of the said persons so present whose name stands first on the register in respect of such share shall alone be entitled to vote in respect thereof.

6. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his/her attorney duly authorised in writing, or if the appointor is a corporation, either under seal or under the hand of an officer or attorney duly authorised.

7. theTo beHongvalid,Kongthisbranchform ofshareproxyregistrartogetherandwithtransferany powerofficeof(‘‘attorneyBranch Registraror other authority’’) of the(ifCompany,any) underTricorwhichInvestorit is signedServicesor aLimitednotariallyat certifiedLevel 22,copyHopewellof suchCentre,power183or authorityQueen’s Roadmust beEast,depositedHong Kongwith not less than 48 hours before the time fixed for holding of the Meeting (i.e. by 11:00 a.m. on 25 September 2018) or any adjournment thereof.

8. For the purpose of determining members who are qualified for attending the Meeting, the register of members of the Company will be closed from 21 September 2018 to 27 September 2018 (both days inclusive), during which period no transfer of the Shares will be effected. In order to qualify for attending the Meeting, all transfers of Shares accompanied by the relevant share certificates must be lodged with the Branch Registrar at the above address by no later than 4:30 p.m. on 20 September 2018.

9. Completion and delivery of the form of proxy should not preclude a member from attending and voting in person at the Meeting or any adjournment thereof and in such event, the instrument appointing a proxy shall be deemed to be revoked.

10. Any alteration made to this form of proxy should be initialled by the person who signs the form. 11. All times and dates specified herein refer to Hong Kong local times and dates.

PERSONAL INFORMATION COLLECTION STATEMENT

• (i) ‘‘Personal Data’’ in this statement has the same meaning as ‘‘personal data’’ in the Personal Data (Privacy) Ordinance, Chapter 486 of the laws of Hong Kong (the ‘‘PDPO’’).

• (ii) Your supply of Personal Data to the Company is on a voluntary basis. If you fail to provide sufficient information, the Company may not be able to process your appointment of proxy and instructions. (iii) Your Personal Data may be disclosed or transferred by the Company to its subsidiaries, the share registrar and transfer office, and/or other companies or bodies for any of the stated purposes, and retained for such period as may be necessary for verification and record purposes.

(iv) shouldYou havebe inthewritingright toandrequestsent toaccessthe Companyto and/or’scorrectionHong Kongof branchyour Personalshare registrarData inandaccordancetransfer withoffice,theTricorprovisionsInvestorof Servicesthe PDPO.LimitedAny suchby post.request for access to and/or correction of your Personal Data

• For identification purpose only