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Star Plus Legend Holdings Limited — Proxy Solicitation & Information Statement 2025
Apr 29, 2025
51032_rns_2025-04-29_3891b165-00a9-4b38-9da3-670590ead812.pdf
Proxy Solicitation & Information Statement
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Star Plus Legend Holdings Limited
巨星傳奇集團有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 6683)
FORM OF PROXY FOR USE AT THE ANNUAL GENERAL MEETING
(THE "AGM") TO BE HELD ON 30 JUNE 2025
I/We, (Note 1)
of
being the registered holder(s) of
shares (Note 2) of US$0.00001 each ("Shares") in the share capital of Star Plus Legend Holdings Limited (the "Company"), HEREBY APPOINT THE CHAIRMAN OF THE AGM (Notes 3 & 4) of the Company or
of
(address),
as my/our proxy to attend the AGM (and any adjourned meeting) of the Company to be held using an online platform at http://meetings.computershare.com/StarPlusLegend_AGM2025 on Monday, 30 June 2025 at 11:00 a.m. for the purposes of considering and, if thought fit, passing the resolutions as set out in the notice convening the AGM and at the AGM (and at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of the resolutions as indicated below or, if no indication is given, as my/our proxy thinks fit.
| ORDINARY RESOLUTIONS (Note 5) | FOR (Notes 6 & 7) | AGAINST (Notes 6 & 7) | |
|---|---|---|---|
| 1. | To consider and adopt the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors of the Company ("Directors") and auditor of the Company for the year ended 31 December 2024. | ||
| 2. | (a) To re-elect Ms. Ma, Hsin-Ting as an executive Director of the Company. | ||
| (b) To re-elect Dr. Qian, Sam Zhongshan as an executive Director of the Company. | |||
| (c) To re-elect Mr. Lai, Kwok Fai Franki as an executive Director of the Company. | |||
| (d) To authorise the board of Directors (the "Board") to fix the Directors' remuneration. | |||
| 3. | To re-appoint PricewaterhouseCoopers as auditor of the Company and to authorise the Board to fix their remuneration. | ||
| 4. | To give a general mandate to the directors of the Company to purchase the shares of the Company not exceeding 10% of the aggregate number of shares of the Company in issue as at the date of passing of this resolution (excluding treasury shares, if any) (the "Repurchase Mandate"). | ||
| 5. | To give a general mandate to the directors of the Company to issue, allot and deal with authorised and unissued shares of the Company not exceeding 20% of the aggregate number of shares of the Company in issue as at the date of passing of this resolution (excluding treasury shares, if any) (the "Issue Mandate"). | ||
| 6. | Conditional upon the passing of resolutions nos. 4 and 5, to extend the Issue Mandate granted to the directors of the Company to issue, allot and deal with authorised and unissued shares in the capital of the Company by the aggregate number of shares repurchased by the Company under the Repurchase Mandate. |
Dated this __ day of __ 2025
Signature (Note 8): _________
Notes:
1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS. In the case of joint registered holders, the names of all joint registered holders should be stated.
2. 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 registered in your name(s).
3. Any member of the Company entitled to attend and vote online at the AGM is entitled to appoint another person as his/her/its proxy to attend and vote online instead of him/her/it. The proxy need not be a member of the Company but must attend online the AGM in person to represent the member.
4. If any proxy other than the chairman of the AGM is preferred, strike out the words "THE CHAIRMAN OF THE AGM" and insert the name, registered address and email address of the proxy desired in the space provided. A member of the Company who is the holder of two or more shares may appoint more than one proxy to attend and vote on his/her/its behalf at the AGM provided that if more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE AGM WILL ACT AS YOUR PROXY. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT. THE REGISTERED ADDRESS AND EMAIL ADDRESS OF THE PROXY MUST BE PROVIDED.
5. The full size of the resolutions is set out in the notice of annual general meeting of the Company dated 30 April 2025.
6. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, TICK THE APPROPRIATE BOX MARKED "FOR". IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, TICK THE APPROPRIATE BOX MARKED "AGAINST". Failure to complete any or all the boxes will entitle your proxy to cast his/her votes at his/her discretion. Your proxy will also be entitled to vote at his/her discretion on any resolution(s) properly put to the AGM other than those referred to in the notice convening the AGM.
7. All resolutions will be put to vote by way of poll at the AGM. Every member of the Company present the AGM (in the case of a member being a corporation, by its duly authorised representative) or by proxy shall have one vote for every fully paid share of the Company of which he/she/it is the holder. A person entitled to more than one vote on a poll need not use all his/her votes or cast all the votes he/she uses in the same way and in such cases, please state the relevant number of shares in the appropriate box(es) above.
8. 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 either executed under its common seal or under the hand of an officer or attorney or other person duly authorised.
9. In case of, held, this form of proxy together with the power of attorney (if any) or other authority (if any) under which it is signed or a certified copy thereof, must be deposited at the Hong Kong branch share registrar and transfer office of the Company. Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 181 Queens Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the AGM (i.e. not later than 11:00 a.m. on Saturday, 28 June 2025) or the adjourned meeting (as the case may be).
10. No instrument appointing a proxy shall be valid after the expiration of 12 months from the date named in it as the date of its execution, except at an adjourned meeting where the meeting was originally held within 12 months from such date.
11. In the case of joint holders, any one of such joint holders may vote, either in person or by proxy, in respect of such Share as if he/she/it were solely entitled thereto, but if more than one of such joint holders be present at any meeting, personally or by proxy, that one of the said persons so present whose name stands first in the register in respect of such Share shall alone be entitled to vote in respect thereof.
12. Completion and delivery of the form of proxy will not preclude you from attending and voting online at the AGM and, in such event, the form of proxy shall be deemed to be revoked.
13. References to time and dates in this proxy form are to Hong Kong time and dates.
PERSONAL INFORMATION COLLECTION STATEMENT
"Personal Data" in this statement has the same meaning as 'personal data' defined in the Personal Data (Privacy) Ordinance, Chapter 486 of the Laws of Hong Kong ("PDPO"). Your supply of the Personal Data is on a voluntary basis and for the purpose of processing your instructions as stated in this Form (the "Purpose"). If you fail to supply sufficient information, the Company may not be able to process your instructions. The Company has disclose or transfer the Personal Data to its subsidiaries, its Share Registrar and/or third party service provider who provides administrative, computer and other services to the Company 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. The Personal Data will be retained for such period as may be necessary to fulfil the Purposes (including for verification and record purposes). Request for access to and/or correction of the Personal Data can be made in accordance with the provisions of the PDPO and any such request should be in writing and sent to the HK Privacy Officer of Computershare Hong Kong Investor Services Limited at the above address.