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Sundy Service Group Co. Ltd Proxy Solicitation & Information Statement 2021

Dec 10, 2021

51116_rns_2021-12-10_a4ca8c86-0907-4553-9917-3005e8dafa79.pdf

Proxy Solicitation & Information Statement

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Sundy Service Group Co. Ltd 宋都服務集團有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 9608)

PROXY FORM

Form of proxy for use by shareholders at the extraordinary general meeting (the “Meeting”) to be convened at Conference Room, 22nd Floor, Caihejiaye Building, No. 19 Xintang Road, Shangcheng District, Hangzhou City, Zhejiang Province, the PRC on Friday, 31 December 2021 at 10:00 a.m.

I/We [(note][a)]

of beingof US$0.00001the registeredeachholder(s)(the “of Shares ”) of Sundy Service Group Co. Ltd (the “ Company ”) hereby appoint the Chairman of (note the b) Meetingshares or of

to act for me/us as my/our proxy [(note][c)] at the Meeting to be held at Conference Room, 22nd Floor, Caihejiaye Building, No. 19 Xintang Road, Shangcheng District,behalf asHangzhoudirected below.City, ZhejiangPlease makeProvince,a markthewithPRCa “on�”Friday,in the appropriate31 Decemberboxes2021toatindicate10:00 a.m.howandyouatwishany youradjournmentvote(s) tothereofbe castandontoa votepoll [(note] on my/our [d)] .

ORDINARY RESOLUTIONS(note k) FOR AGAINST
1. To approve and confirm the transactions contemplated under the Supplemental Property Management
Agreement (as defined in the circular of the Company dated 13 December 2021 (the “Circular”)) and to
authorise any one director of the Company (the “Director”) (other than Ms. Yu Yun) to do all such acts
or things and sign all documents deemed necessary by him/her for the purpose of giving effect to the
Supplemental Property Management Agreement and the transactions contemplated thereunder.
2. To approve and confirm the transactions contemplated under the Supplemental Service Agreement (as
defined in the Circular) and to authorise any one Director (other than Ms. Yu Yun) to do all such acts or
things and sign all documents deemed necessary by him/her for the purpose of giving effect to the
Supplemental Service Agreement and the transactions contemplated thereunder.
3. To approve and confirm the revised 2021 Property Management Annual Cap (as defined in the Circular),
the revised 2022 Property Management Annual Cap (as defined in the Circular) and the revised aggregated
annual caps under the Property Management Agreements (as defined in the Circular) for the two years
ending 31 December 2022 (collectively, the “Revised Property Management Annual Caps”).
4. To approve and confirm the revised 2021 Value-added Service Annual Cap (as defined in the Circular), the
revised 2022 Value-added Service Annual Cap (as defined in the Circular), the revised 2021 Aggregated
Service Annual Cap (as defined in the Circular) and the revised 2022 Aggregated Service Annual Cap (as
defined in the Circular) (collectively, the “Revised Service Annual Caps”).
5. To authorise any one Director (or any two Directors or one Director and the secretary of the Company, in
the case of execution of documents under seal, but other than Ms. Yu Yun) for and on behalf of the
Company to execute all such other documents, instruments and agreements and to do all such acts or things
deemed by him/her to be incidental to, necessary to, ancillary to or in connection with the matters
contemplated under the Supplemental Agreements (as defined in the Circular), the Revised Property
Management Annual Caps, the Revised Service Annual Caps and the transactions contemplated thereunder
and the implementation thereof including the affixing of seal thereon.
Date the day of 2021
Shareholder’s signature (note e, f, g, h, i and j)

Notes:

  • a Full name(s) and address(es) are to be inserted in BLOCK CAPITALS.

b Please insert the number of shares of the Company (the “ Shares ”) registered in your name(s). If no number is inserted, this proxy form will be deemed to relate to all the Shares in the capital of the Company registered in your name(s).

  • c A proxy need not be a shareholder of the Company. If you wish to appoint some person other than the Chairman of the Meeting as your proxy, please delete the words “the Chairman of the Meeting or” and insert the name and address of the person appointed proxy in the space provided. A shareholder 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 behalf at the Meeting 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 MEETING WILL ACT AS YOUR PROXY.

  • d If you wish to vote for any of the resolutions set out above, please tick (“�”) the box(es) marked “For”. If you wish to vote against any resolutions, please tick (“�”) the box(es) marked “Against”. If this form returned is duly signed but without specific direction on any of the proposed resolutions, the proxy will vote or abstain at his/her discretion in respect of all resolutions; 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. A proxy will also be entitled to vote at his/her discretion on any resolution properly put to the Meeting other than those set out in the notice convening the Meeting.

  • e All resolutions will be put to vote by way of poll at the Meeting (except those which relate purely to a procedural or administrative matter). Every shareholder of the Company present in person (in case of a shareholder being a corporation, by its duly authorised representative), or by proxy shall have one vote for every fully paid-up Share 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.

  • f Where there are joint registered holders of any Shares, any one of such persons may vote at the Meeting, either in person or by proxy, in respect of such Shares as if he/she was solely entitled thereto; but if more than one of such joint holders is present at the Meeting, whether in person or by proxy, that one of the joint holders whose name stands first on the register of members in respect of such Shares shall alone be entitled to vote in respect thereof.

  • g The proxy form must be signed by you, or your attorney duly authorised in writing, or if in the case of a corporation, this proxy form must be either executed under its common seal or under the hand of an officer or attorney so authorised on that corporation’s behalf.

h To be valid, this proxy form together with any power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power or authority must be deposited at the offices of the Company’s branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 48 hours before the time of the Meeting (i.e. not later than 10:00 a.m. on Wednesday, 29 December 2021) or any adjourned Meeting.

i Any alteration made to this form should be initialled by the person who signs the form.

j Completion and delivery of the proxy form will not preclude you from attending and voting at the Meeting and, in such event, this proxy form shall be deemed to be revoked. k The description of the resolutions in this form is by way of summary only. Please refer to the notice of the extraordinary general meeting dated 13 December 2021 for the full text of these resolutions.