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Smart Globe Holdings Limited — Proxy Solicitation & Information Statement 2026
May 13, 2026
49952_rns_2026-05-13_510729ee-5bb9-4778-89e0-1fd12154a6c5.pdf
Proxy Solicitation & Information Statement
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SMART GLOBE HOLDINGS LIMITED
竣球控股有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1481)
Form of Proxy for use at the extraordinary general meeting of the Company to be held on 29 May 2026 (or any adjournment thereof)
I/We¹
of
being the registered holder(s) of²
shares
of HK$0.01 each in the share capital of Smart Globe Holdings Limited (the “Company”) HEREBY APPOINT³
of
or failing him, the chairman of the Extraordinary General Meeting (as defined below) as my/our proxy, to attend and vote for me/us and on my/our behalf at the extraordinary general meeting (or any adjournment thereof) of the Company (the “Extraordinary General Meeting”) to be held at 11:30 a.m., or immediately after the closure or adjournment of annual general meeting of the Company, whichever later, on 29 May 2026 at Training Room No. 2, Blueprint, 2/F., Dorset House, Taikoo Place, 979 King’s Road, Quarry Bay, Hong Kong for the purpose of considering and, if thought fit, passing the resolutions set out in the notice convening such Extraordinary General Meeting (“Notice”) and at the Extraordinary General Meeting (or any adjournment thereof) to vote for me/us in my/our name(s) in respect of the said resolutions as hereunder indicated or, if no such indication is given, as my/our proxy thinks fit.
| ORDINARY RESOLUTIONS | FOR⁴ | AGAINST⁴ | |
|---|---|---|---|
| 1. | (a) To approve and conditional upon the Listing Committee of the Stock Exchange granting approval for the listing of, and permission to deal in, the Shares which may fall to be issued pursuant to any Share Awards granted under the 2026 Share Award Scheme signed by the chairman of this meeting for identification purpose, the 2026 Share Award Scheme be and is hereby approved and adopted, and any Director be and is hereby authorised to do all such acts and to enter into all such transactions, arrangements and agreements, for and on behalf of the Company, as he/she/they may in his/her/their absolute discretion consider necessary, desirable or expedient in order to give effect to the 2026 Share Award Scheme. | ||
| (b) To approve the total number of Shares which may be allotted and issued in respect of the Share Awards granted under the 2026 Share Award Scheme and any options or awards granted under any other share schemes of the Company must not in aggregate exceed 10% of the total number of Shares in issue as at the Effective Date. | |||
| 2. | To approve conditional upon the passing of the ordinary resolution No. 1 set out above, the sublimit of 0.5% on the total number of Shares which may be allotted and issued in respect of the Share Awards granted under the 2026 Share Award Scheme, and any options or awards granted under any other share schemes of the Company to Service Providers (as defined in the 2026 Share Award Scheme) (the “Service Provider Sublimit”) be and is hereby approved and adopted (as defined in the 2026 Share Award Scheme), and the Directors be and are hereby authorised to do all such acts and to enter into all such transactions, arrangements and agreements, for and on behalf of the Company, as he/she/they may in his/her/their absolute discretion consider necessary, desirable or expedient in order to give effect to the Service Provider Sublimit. |
Dated this __ day of __ 2026
Signature⁵: _______
Notes:
- Full name(s) and address(es) to be inserted in BLOCK CAPITALS. The names of all joint registered holder should be stated.
- Please insert the number of shares registered in your name(s) to which this form of 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).
- Please insert the name and address of the proxy desired. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE MEETING WILL ACT AS YOUR PROXY. The proxy need not be a member of the Company but must attend the meeting in person to represent you. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.
- IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, PUT A TICK (“✓”) IN THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST A RESOLUTION, PUT A TICK (“✓”) IN THE BOX MARKED “AGAINST”. Failure to do so will entitle your proxy to cast your vote or abstain at his/her discretion. Your proxy will also be entitled to vote or abstain at his discretion on any amendment to the resolutions referred to in the Notice which has been properly put to the meeting.
- 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 signed either under its common seal or under the hand of an officer, attorney or other person duly authorised to sign the same.
- Where there are joint registered holders of any share, any one of such persons may vote at the Extraordinary General Meeting, either personally or by proxy, in respect of such shares as if he were solely entitled thereto; but if more than one of such joint holders be present at the Extraordinary General Meeting personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such share shall alone be entitled to vote in respect thereof.
- To be valid, this form of proxy, and (if required by the Board) the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power or authority shall be deposited at the Hong Kong's branch share registrar of the Company, Tricor Investor Services Limited, whose office is located at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, not later than 48 hours before the time for holding the Extraordinary General Meeting or any adjournment thereof.
- Completion and return of this form of proxy will not preclude you from attending and voting in person at the Extraordinary General Meeting or any adjournment thereof if you so wish and in that event, the instrument appointing a proxy shall be deemed to be revoked.
- Members of the Company or their proxies attending the Extraordinary General Meeting shall provide their identity documents.
- The description of the resolutions in this form is by way of summary only. Please refer to the Notice dated 13 May 2026 for the full text.
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 (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 the Company/Tricor Investor Services Limited at the above address.