Timeless Resources Holdings Limited — Proxy Solicitation & Information Statement 2023

Dec 6, 2023

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(incorporated in Hong Kong with limited liability)

(Stock Code: 8028)

Form of Proxy for Extraordinary General Meeting

Capitalised terms used herein shall have the same meanings as ascribed to them in the notice (the “ Notice ”) to the extraordinary general meeting of the Company dated 6 December 2023.

I/We [(Note][1)]

of being the registered holder(s) of [(Note][2)] ordinary shares of TIMELESS RESOURCES HOLDINGS LIMITED (the “ Company ”), hereby appoint the chairman of the meeting or [(Note][3)] of

to act as my/our proxy at the extraordinary general meeting (or at any adjournment thereof) (the “ Meeting ”) of the Company to be held at Best Western Plus Hotel Hong Kong, Jasmine Room, 3/F., 308 Des Voeux Road West, Hong Kong on Thursday, 28 December 2023 at 4:00 p.m. to vote on my/our behalf as directed below.

Please indicate with a “✔” in the spaces provided how you wish your vote(s) to be cast on a poll.

			ORDINARY RESOLUTION	For	(Note 4)	(Note 4)	Against (Note 4)	Against (Note 4)	Against (Note 4)
	1To	consider and approve the Share Consolidation and to authorise the
	Directors to do all such acts, deeds and things and to effect all necessary
	actions as they may consider necessary or desirable in connection			with the
	implementation of the Share Consolidation and to aggregate all fractional
	Consolidated Shares and sell them for the benefit of the Company.

The full text of the above resolution is set out in the Notice.

Dated the day of , 2023. Shareholder’s Signature [(Notes][5][&][6)]

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS .

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 in the capital of the Company registered in your name(s).

3. A Shareholder of the Company may appoint a proxy of his/her choice who needs not be a Shareholder of the Company. If such an appointment is made, 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.

4. 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 of proxy 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.

5. 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 under its common seal or under the hand of any officer or attorney so authorised.

6. In the case of joint holders, this form of proxy must be signed by the Shareholder whose name stands first on the register of members.

7. In order to be valid, this form of proxy 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 Company’s share registrar, Computershare Hong Kong Investor Services Limited, at 17M, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong not later than 48 hours (exclusive of any part of a day that is a public holiday, for the avoidance of doubt, Sunday is a public holiday) before the time appointed for holding the Meeting or any adjournment thereof.

8. Completion and delivery of this form of proxy will not preclude you from attending, and voting at, the Meeting, or any adjournment thereof, should you so wish and in such event, this form of proxy shall be deemed to be revoked.

9. Any alteration made in this form should be initialled by the person who signs the form.

10. All resolutions set out in the notice convening the Meeting will be decided by poll at the Meeting in accordance with the requirements of the rules governing the listing of securities on GEM of The Stock Exchange of Hong Kong Limited.

PERSONAL INFORMATION COLLECTION STATEMENT

“Personal Data” in this proxy form has the same meaning as “personal data” in the Personal Data (Privacy) Ordinance, Cap 486 (“ PDPO ”), which includes your and your proxy’s name and address.

Your and your proxy’s Personal Data provided in this proxy form will be used in connection with processing your request for the appointment of a proxy to attend, act and vote on your behalf as directed above at the Meeting. The supply of your and your proxy’s Personal Data is on a voluntary basis. However, we may not be able to process your request unless you provide us with your and your proxy’s Personal Data.

Your and your proxy’s Personal Data will be disclosed or transferred to the Company’s Share Registrar and/or other companies or bodies for the purpose stated above, or when it is required to do so by law, for example, in response to a court order or a law enforcement agency’s request, and will be retained for such period as may be necessary for our verification and record purpose.

By providing your proxy’s Personal Data in this proxy form, you should have obtained the express consent (which has not been withdrawn in writing) from your proxy in using his/her Personal Data provided in this proxy form and that you have informed your proxy of the purpose for and the manner in which his/her Personal Data may be used.

You/your proxy have/has the right to request access to and/or correction of your/your proxy’s Personal Data respectively in accordance with the provisions of the PDPO. Any such request for access to and/or correction of your/your proxy’s Personal Data should be in writing by either of the following means:

By mail to: Personal Data Privacy Officer

Computershare Hong Kong Investor Services Limited at 17M, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong By email: PrivacyOfficer@computershare.com.hk