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True Partner Capital Holding Limited — Proxy Solicitation & Information Statement 2026
May 27, 2026
51519_rns_2026-05-27_ba3dea81-d114-4c05-b21f-63fe9ce25f3d.pdf
Proxy Solicitation & Information Statement
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True Partner Capital Holding
TRUE PARTNER CAPITAL HOLDING LIMITED
(Incorporated under the laws of the Cayman Islands with limited liability)
(Stock Code: 8657)
PROXY FORM FOR THE ANNUAL GENERAL MEETING
TO BE HELD ON THURSDAY, 18 JUNE 2026 AND ANY ADJOURNMENT THEREOF
I/We, (Note 1)
of
being the registered holder(s) of (Note 2), ordinary shares of HK$0.01 each in the share capital of True Partner Capital Holding Limited (the "Company"), HEREBY APPOINT (Note 3) the chairman of the meeting or
of
as my/our proxy to attend and vote for me/us and on my/our behalf at the annual general meeting (the "Annual General Meeting") of the Company to be held at 9/F Henley Building, 5 Queen's Road Central, Central, Hong Kong on Thursday, 18 June 2026 at 4:00 PM (and at any adjournment thereof) and to vote for me/us and in my/our name(s) in respect of the resolutions set out in the notice convening the Annual General Meeting (the "Notice") as hereunder indicated, and, if no such indication is given, as my/our proxy thinks fit. My/Our proxy will also be entitled to vote on any matters properly put to the Annual General Meeting in such manner as he/she thinks fit.
| ORDINARY RESOLUTIONS* | FOR (Note 4) | AGAINST (Note 4) | |
|---|---|---|---|
| 1. | To receive and adopt the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors of the Company (the "Director(s)") and auditors of the Company for the year ended 31 December 2025. | ||
| 2(a). | To re-elect Mr. Tobias Benjamin Hekster as an executive Director. | ||
| 2(b). | To re-elect Mr. Chan Heng Fai Ambrose as an executive Director. | ||
| 2(c). | To re-elect Mr. Lui Wai Leung Alan as an executive Director. | ||
| 2(d). | To re-elect Mr. Lim Sheng Hon Danny as an executive Director. | ||
| 2(e). | To re-elect Mr. Wu William Wai Leung as an independent non-executive Director. | ||
| 2(f). | To re-elect Ms. Wong Hiu Pan as an independent non-executive Director. | ||
| 2(g). | To re-elect Mr. Wong Tat Keung as an independent non-executive Director. | ||
| 2(h). | To authorise the board of Directors (the "Board") to fix the Directors' remuneration. | ||
| 3. | To appoint Asian Alliance (HK) CPA Limited as the auditor of the Company to fill vacancy following the retirement of PKF Hong Kong Limited and to authorise the board of directors of the Company to fix the remuneration of auditor. | ||
| 4. | To grant to the Directors a general and unconditional mandate to exercise the power of the Company to repurchase its own shares not exceeding 10% of the aggregate number of shares of the Company in issue (excluding treasury shares of the Company) as at the date of this resolution and to determine whether such shares of the Company repurchased shall be held as treasury shares by the Company or be cancelled. | ||
| 5. | To grant to the Directors a general and unconditional mandate to allot, issue and otherwise deal in the shares of the Company (including any sale or transfer of treasury shares of the Company out of treasury) not exceeding 20% of the total number of shares of the Company in issue (excluding treasury shares of the Company) as at the date of this resolution. | ||
| 6. | To extend the general mandate granted to the Directors to allot, issue and deal in additional shares in the capital of the Company by the aggregate number of the shares repurchased by the Company. | ||
| SPECIAL RESOLUTION* | FOR (Note 4) | AGAINST (Note 4) | |
| 7. | To approve the adoption of the third amended and restated memorandum and articles of association of the Company and to authorise any one of the Directors or officers to do all things necessary to implement the adoption of the third amended and restated memorandum and articles of association of the Company and to attend to all necessary filings in Hong Kong and in the Cayman Islands. |
- For the full text of the proposed resolutions, please refer to the Notice as contained in the Company's circular dated 27 May 2026.
Date: 2026
Signature(s) (Note 5)
Notes:
- Full name(s) and address(es) shall be inserted in BLOCK CAPITALS. The names of all joint holders 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 shares in the capital of the Company registered in your name(s).
- If any proxy other than the Chairman of the meeting is preferred, please strike out the words "the chairman of the meeting" and insert the name and address of the proxy desired in the space provided. Any shareholder of the Company entitled to attend and vote at the Annual General Meeting is entitled to appoint a proxy to attend and on a poll, vote instead of him/her. A member who is the holder of two or more shares may appoint more than one proxy. A proxy need not be a shareholder of the Company.
- IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, PLEASE TICK (✓) THE BOX MARKED "FOR". IF YOU WISH TO VOTE AGAINST A RESOLUTION, PLEASE TICK (✓) THE BOX MARKED "AGAINST". If no direction is given, your proxy will vote or abstain at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the Annual General Meeting other than those referred to in the notice convening the Annual General Meeting).
- This form of proxy must be signed by you or your attorney duly authorised in writing. In case of a corporation, the same must be either under its common seal or under the hand of an officer or attorney so authorised. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.
- Where there are joint registered holders of any Share, any one of such persons may vote at any meeting, either personally or by proxy, in respect of such Share as if he 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 on the register of members in respect of such Share shall alone be entitled to vote in respect thereof.
- In order to be valid, this form of proxy, together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy thereof, must be deposited at the Company's share registrar in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than 48 hours before the time appointed for the meeting or the adjourned meeting (as the case may be).
- Completion and delivery of the form of proxy will not preclude you from attending and voting at the Annual General Meeting if you so wish.
- References to time and dates in this form of proxy are to Hong Kong time and dates.
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 Annual General Meeting of the Company (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 and to such parties who are authorized 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. You/your proxy (or proxies) has/have the right to request access to and/or correction of the relevant personal data in accordance with the provisions of the Personal Data (Privacy) Ordinance and any such request should be in writing by mail to Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong.