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Television Broadcasts Limited Proxy Solicitation & Information Statement 2022

Oct 19, 2022

49261_rns_2022-10-19_b2ee682c-740b-4fbc-8beb-e1baf0cfdafe.pdf

Proxy Solicitation & Information Statement

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==> picture [73 x 73] intentionally omitted <==

China Fortune Financial Group Limited

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 290)

Website: http://www.290.com.hk

SECOND FORM OF PROXY

FOR THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON FRIDAY, 11 NOVEMBER 2022 AT 11:00 A.M. (OR ANY ADJOURNMENT THEREOF)

I/We[(note][a)]

of

being the holder(s) of[(note][b)] ordinary shares of HK$0.10 each in the share capital of

China Fortune Financial Group Limited (the ‘‘Company’’) hereby appoint the chairman of the extraordinary general meeting of the Company (the ‘‘Meeting’’) or

of (note c)

to act as my/our proxy to attend and vote for me/us and on my/our behalf at the Meeting to be held at Units No. 4102-06, 41/F, COSCO Tower, 183 Queen’s Road Central, Hong Kong on Friday, 11 November 2022 at 11:00 a.m. and at any adjournment thereof in respect of the ordinary resolutions (the ‘‘Resolutions’’) set out in the notice (the ‘‘Notice of EGM’’) convening the Meeting and the supplemental notice (the ‘‘Supplemental Notice’’) convening the Meeting as hereunder indicated, and, if no such indication is given, as my/our proxy thinks fit.

ORDINARY RESOLUTIONS FOR[(note][e)] AGAINST[(note][e)] 1. THAT Dr. LIU Zhiwei be and is hereby removed as a director of the Company with immediate effect upon passing of this resolution. 2. THAT Ms. SUN Qing be and is hereby removed as a director of the Company with immediate effect upon passing of this resolution. 3. THAT Mr. CHEN Zhiwei be and is hereby removed as a nonexecutive director of the Company with immediate effect upon passing of this resolution.

Dated the day of 2022 Shareholder’s signature[(note][g)] :

Notes:

  • a. Full name(s) and address(es) are to be inserted in BLOCK CAPITALS. All names of all joint registered holders should be stated.

b. Please insert the number of shares registered in your name(s). If no number is inserted, this second form of proxy (‘‘Second Proxy Form’’) will be deemed to relate to all the shares in the capital of the Company registered in your name(s).

c. If any proxy other than the chairman of the Meeting is preferred, please delete the words ‘‘the chairman of the extraordinary general meeting of the Company (‘‘the Meeting’’) or’’ and insert the name and address of the person appointed as proxy in the space provided.

  • d. The full text of the Resolutions are set out in the Notice of EGM and the Supplemental Notice.

  • e. Important: If you wish to vote for the Resolutions, please indicate with an ‘‘✓’’ in the box marked ‘‘FOR’’. If you wish to vote against the Resolutions, please indicate with an ‘‘✓’’ in the box marked ‘‘AGAINST’’. Failure to mark either box in the manner as aforesaid 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/her discretion on any resolution properly put to the Meeting and/or at any adjournment thereof other than those referred to in the Notice of EGM or the Supplemental Notice.

  • f. In the case of a joint registered holders of any share, this Second Proxy Form may be signed by any joint registered holder, but if more than one joint registered holder is present at the Meeting, whether in person or by proxy, that one of the joint registered holders whose name stands first in the register of members of the Company in respect of the relevant joint holding shall alone be entitled to vote in respect thereof.

  • g. The Second Proxy Form must be signed by you, or your attorney duly authorised in writing, or if the shareholder is a corporation, must be either executed under its seal or under the hand of an officer, attorney or other person duly authorised.

  • h. To be valid, this Second 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 shall be deposited at the Company’s Hong Kong branch share registrar and transfer office, Union Registrars Limited, at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong not less than 48 hours before the time appointed for the holding of the above Meeting or any adjournment thereof.

  • i. A proxy need not be a shareholder of the Company but must attend the relevant meeting in person to represent you.

  • j. Any alteration made to this Second Proxy Form should be initialled by the person who signs on it.

  • k. A shareholder who has not yet lodged the first proxy form to the accompanied circular of the Company dated 7 October 2022 (the ‘‘First Proxy Form’’) with the Company’s branch share registrar and transfer office in Hong Kong is requested to lodge the Second Proxy Form if he/she wishes to appoint proxies to attend and vote at the Meeting on his/her behalf. In this case, the First Proxy Form should not be lodged with the Company’s branch share registrar and transfer office in Hong Kong.

  • l. A shareholder who has already lodged the First Proxy Form with the Company’s branch share registrar and transfer office in Hong Kong should note that:

    • (a) If no Second Proxy Form is lodged with the Company’s branch share registrar and transfer office in Hong Kong, the First Proxy Form, if correctly completed, will be treated as a valid proxy form lodged by him/her. The proxy so appointed by the Shareholder will be entitled to cast the vote at his/her discretion or to abstain from voting on any resolution properly put to the Meeting (including, if properly put, the resolution for the removal of Mr. Chen as a non-executive Director as set out in the supplemental circular to the shareholders dated 20 October 2022) except for the resolution to which the shareholder has indicated his/her voting direction in the First Proxy Form.

    • (b) If the Second Proxy Form is lodged with the Company’s branch share registrar and transfer office in Hong Kong not less than 48 hours before the time appointed for the holding of the Meeting or any adjourned meeting, the Second Proxy Form, if correctly completed, will revoke and supersede the First Proxy Form previously lodged by him/her. The Second Proxy Form will be treated as a valid proxy form lodged by the shareholder.

    • (c) If the Second Proxy Form is lodged with the Company’s branch share registrar and transfer office in Hong Kong less than 48 hours before the time appointed for the holding of the Meeting or any adjourned meeting, or if lodged not less than 48 hours before the time appointed for the holding of the Meeting or any adjourned meeting but is incorrectly completed, the proxy appointment under the Second Proxy Form will be invalid. The proxy so appointed by the shareholder under the First Proxy Form, if correctly completed, will be entitled to vote in the manner as mentioned in (a) above as if no Second Proxy Form was lodged with the Company’s branch share registrar and transfer office in Hong Kong. Accordingly, shareholders are advised to complete the Second Proxy Form carefully and lodge the Second Proxy Form with the Company’s Branch Share Registrar by not less than 48 hours before the time appointed for the holding of the Meeting or any adjourned meeting.