Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

Roma (meta) Group Limited Proxy Solicitation & Information Statement 2021

Feb 21, 2021

51254_rns_2021-02-21_95b56f87-f68e-4715-a3dc-cdfbecf208eb.pdf

Proxy Solicitation & Information Statement

Open in viewer

Opens in your device viewer

==> picture [90 x 51] 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 extraordinary general meeting to be held at 22/F., China Overseas Building, 139 Hennessy Road, Wanchai, Hong Kong at 2:30 p.m. on Wednesday, 10 March 2021 (or any adjournment thereof).

I/We[note][1]

of

chairmanbeingordinarythesharesofregisteredthe ofextraordinaryHK$0.01holder(s)eachofgeneral[note] (‘‘Shares[2] meeting’’) inofthetheshareCompanycapital(‘‘Meetingof ROMA’’), GROUPor LIMITED (‘‘Company’’), HEREBY APPOINT the

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 Overseas Building, 139 Hennessy Road, Wanchai, Hong Kong at 2:30 p.m. on Wednesday, 10 March 2021 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. Unless otherwise defined, capitalised terms used in this form of proxy shall have the same meaning as those defined in the circular of the Company dated 22 February 2021 (the ‘‘Circular’’).

ORDINARY RESOLUTION

For[note][4] Against[note][4]

  1. To approve the Rights Issue on the basis of three (3) Rights Shares for every one (1) existing Share held on the Record Date; and to approve, confirm and ratify the entering into of the Underwriting Agreement and the transactions contemplated thereunder.*

  2. The full text of the resolution is set out in the EGM Notice contained in the Circular which is sent to the shareholders of the Company together with this proxy form.

Dated the day of 2021 Shareholder’s Signature(s):

notes 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. Awordsproxy‘‘theneedchairmannot be ofa memberthe extraordinaryof the Companygeneral (meeting‘‘Membersof the’’). CompanyIf you wish(‘‘Meetingto appoint’’),someor’’ andpersoninsertotherthe namethan theandchairmanaddress ofof thethepersonMeetingappointedas your inproxy,the spacepleaseprovided.delete theA Member entitled to attend and vote at the Meeting is 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’’. Ifto thevoteformfor thereturnedresolutionis dulysetsignedout above,but withoutplease tickspecific(‘‘Pdirection’’) the boxeson anymarkedof the‘‘Forproposed’’. If youresolution,wish to votethe proxyagainstwillthevoteresolution,or abstainpleaseat his/hertick (‘‘discretionP’’) the boxesin respectmarkedof the resolution; or if 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/her 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. In order to be valid, the form of proxy must 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, eitherCompanyunder(‘‘Branchseal, or Registrarunder the’’hand), Boardroomof an officerShareorRegistrarsattorney duly(HK)authorised,Limited at andRoommust2103B,be deposited21/F, 148withElectricthe HongRoad,KongNorthbranchPoint, shareHongregistrarKong (togetherand transferwith theofficepowerof theof attorney or other authority, if any, under which it is signed or a notarially certified copy thereof) not less than 48 hours before the time fixed for holding of the Meeting (i.e. by 2:30 p.m. on 8 March 2021) or any adjournment thereof.

  8. For the purpose of determining Members who are qualified for attending the Meeting, the register of Members will be closed from 4 March 2021 to 10 March 2021 (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 3 March 2021.

  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 (‘‘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) ofYouyourhavePersonalthe rightDatato requestshouldaccessbe in towritingand/orandcorrectionsent to oftheyourPrivacyPersonalComplianceData in Officeraccordanceof thewithCompanythe provisions’s HongofKongthe PDPO.branchAnysharesuchregistrarrequestandfor transferaccess tooffice,and/orBoardroomcorrection Share Registrars (HK) Limited by post.

  • For identification purpose only