Smart City Development Holdings Limited — Proxy Solicitation & Information Statement 2020

Jun 29, 2020

DESON CONSTRUCTION INTERNATIONAL HOLDINGS LIMITED 迪臣建設國際集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8268)

FORM OF PROXY FOR 2020 ANNUAL GENERAL MEETING

No. of shares to which this form of proxy relates[(Note][1)]

I/We (Note 2) (of ) being the registered shareholder(s) of DESON CONSTRUCTION INTERNATIONAL HOLDINGS LIMITED (the ‘‘Company’’) hereby appoint (Note 3) the Chairman of the 2020 Annual General Meeting (the ‘‘Meeting’’) or (of ) or failing him (of ) as my/our proxy/proxies to attend and vote for me/us and on my/our behalf at the Meeting to be held at Room 01B, 23rd Floor, China Insurance Group Building, 141 Des Voeux Road Central, 61–65 Gilman Street and 73 Connaught Road Central, Hong Kong on 20 August 2020 at 10: 30 a.m. and at any adjournment thereof on the resolutions referred to in the Notice of the Annual General Meeting as indicated below:	I/We (Note 2) (of ) being the registered shareholder(s) of DESON CONSTRUCTION INTERNATIONAL HOLDINGS LIMITED (the ‘‘Company’’) hereby appoint (Note 3) the Chairman of the 2020 Annual General Meeting (the ‘‘Meeting’’) or (of ) or failing him (of ) as my/our proxy/proxies to attend and vote for me/us and on my/our behalf at the Meeting to be held at Room 01B, 23rd Floor, China Insurance Group Building, 141 Des Voeux Road Central, 61–65 Gilman Street and 73 Connaught Road Central, Hong Kong on 20 August 2020 at 10: 30 a.m. and at any adjournment thereof on the resolutions referred to in the Notice of the Annual General Meeting as indicated below:	I/We (Note 2) (of ) being the registered shareholder(s) of DESON CONSTRUCTION INTERNATIONAL HOLDINGS LIMITED (the ‘‘Company’’) hereby appoint (Note 3) the Chairman of the 2020 Annual General Meeting (the ‘‘Meeting’’) or (of ) or failing him (of ) as my/our proxy/proxies to attend and vote for me/us and on my/our behalf at the Meeting to be held at Room 01B, 23rd Floor, China Insurance Group Building, 141 Des Voeux Road Central, 61–65 Gilman Street and 73 Connaught Road Central, Hong Kong on 20 August 2020 at 10: 30 a.m. and at any adjournment thereof on the resolutions referred to in the Notice of the Annual General Meeting as indicated below:
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						ERNATIONAL HOLDINGS LIMITED (the ‘‘Company’’) hereby appoint (Note 3)
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Ordinary Resolutions							For (Note 4)	Against (Note 4)
1.	To receive and adopt the audited consolidated financial statements and the reports of directors and auditor of the Company for the year ended 31 March 2020.
2(A).	To consider the re-election of Mr. Hung Kenneth as an executive Director of the Company.
2(B).	To consider the re-election of Mr. Wong Yuk Lun Alan as an independent non-executive Director of the Company.
3.	To authorise the board of Directors of the Company to fix the remuneration of the Directors of the Company.
4.	To consider the re-appointment of Messrs. Ernst & Young as the auditor of the Company and authorise the board of Directors of the Company to fix their remuneration.
5(A).	To give a general mandate to the Directors of the Company to allot shares not exceeding 20% of the issued share capital of the Company.
5(B).	To give a general mandate to the Directors of the Company to repurchase shares not exceeding 10% of the issued share capital of the Company.
5(C).	To extend the general mandate in 5(A) above by the amount of repurchased shares.
Special Resolution							For (Note 4)	Against (Note 4)
6.	THAT subject to and conditional upon the approval of the Registrar of Companies in the Cayman Islands being obtained, the English name of the Company be changed from ‘‘Deson Construction International Holdings Limited’’ to ‘‘Smart City Development Holdings Limited’’and the dual foreign name in Chinese of the Company be changed from ‘‘迪臣建設國際集團有限公司’’ to ‘‘智城發展控股有 限公司’’ with effect from the date of issue of the Certificate of Incorporation on Change of Name by the Registrar of Companies in the Cayman Islands (the ‘‘Proposed Change of Company Name’’), and that any one or more of the directors of the Company be and is/are hereby authorised to do all such acts and things and execute all such documents (whether by hand, under seal or as a deed) and make all such arrangements as he/she/they consider necessary, desirable or expedient for the purpose of giving effect to the Proposed Change of Company Name.
Dated this		day of			2020 Signature (Note 5)

Notes:

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

2.3. IfFullanyname(s)proxy otherand address(es)than the Chairmanto be insertedof theinMeetingBLOCKis preferred,CAPITALS.deleteThewordsnames‘‘THEof allCHAIRMANjoint holders OFshouldTHEbe2020stated.ANNUAL GENERAL MEETING (the ‘‘Meeting’’)’’ and insert the name and address of the proxy desired in the space provided.

1. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTIONS, TICK IN THE BOX MARKED ‘‘FOR’’. IF YOU WISH TO VOTE AGAINST THE RESOLUTIONS, TICK THE BOX MARKED ‘‘AGAINST’’. Failure to tick a box will entitle your proxy to cast your vote at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the Meeting (or any adjournment thereof) other than those referred to in the notice convening the Meeting.

2. This instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or, if the appointor is a corporation, either under its seal or under the hand of any officer, attorney or other person authorised to sign the same.

3. In order to be valid, this form of proxy, together with the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power of attorney or authority, must be deposited at the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for holding the Meeting or any adjournment thereof.

4. Where there are joint holders of any share of the Company, 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, the most senior shall alone be entitled to vote, whether in person or by proxy. For this purpose, seniority shall be determined by the order in which the names stand on the register of Shareholders of the Company in respect of the joint holding.

5. Any Shareholder of the Company entitled to attend and vote at the Meeting is entitled to appoint another person (who must be an individual) as his proxy to attend and vote instead of him and a proxy so appointed shall have the same right as the Shareholder to speak at the Meeting. A proxy need not be a Shareholder of the Company. A Shareholder who is the holder of 2 or more Shares may appoint more than one proxy to represent him and vote on his behalf at the Meeting.

6. Any alteration made to this form of proxy must be initialed by the person who signs it. 10. Completion and deposit of the form of proxy will not preclude a shareholder of the Company from attending and voting in person at the Meeting convened or any adjourned meeting and in such event, the form of proxy will be deemed to be revoked.

PERSONAL INFORMATION COLLECTION STATEMENT

Yourproxies)supplyand ofyouryourvotingand instructionsyour proxy’sfor(ortheproxies’)AGM name(s)of the Companyand address(es)(the ‘‘Purposesis on a’’).voluntaryWe maybasistransferfor theyourpurposeand yourof processingproxy’s (oryourproxies’)requestname(s)for theandappointmentaddress(es)oftoaourproxyagent,(or contractor, or third party service provider who provides administrative, computer and other services to us 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. You/your proxy (or proxies) has/have the right to request access to and/or correction of the relevant personal data 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 at the above address.