Viva Goods Co. Ltd. — Proxy Solicitation & Information Statement 2024

Mar 20, 2024

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VIVA GOODS COMPANY LIMITED 非凡領越有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 933)

PROXY FORM FOR USE AT THE ANNUAL GENERAL MEETING (“MEETING”)

I/We[1] of being the registered holder(s) of[2] shares of HK$0.05 each in the capital of Viva Goods Company Limited (the “ Company ”), HEREBY APPOINT[3] the chairman of the Meeting or of as my/our proxy to act for me/us at the Meeting (or at any adjournment thereof) of the holders of the shares of HK$0.05 each in the capital of the Company to be held at 2/F., PopOffice, 9 Tong Yin Street, Tseung Kwan O, New Territories, Hong Kong, on Tuesday, 11 June 2024 at 2:30 p.m. to consider and, if thought fit, pass the resolutions as set out in the notice of Meeting convening the Meeting and at such Meeting (or at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of the said resolutions as hereunder indicated or, if no such indication is given, as my/our proxy thinks fit.

		ORDINARY RESOLUTIONS4	ORDINARY RESOLUTIONS4	FOR5	AGAINST5
1.		To receive and consider the audited financial statements, the report of the directors of the Company (the “Directors”) and the report of the auditor of the Company for the year ended 31 December 2023
2.		(a) To re-elect Mr. Li Qilin as executive Director
		(b) To re-elect Mr. Victor Herrero as non-executive Director
		(c) To re-elect Mr. Pak Wai Keung, Martin as independent non-executive Director
		(d) To re-elect Professor Cui Haitao as independent non-executive Director
		(e) To authorise the board of Directors (the “Board”) to fix the remuneration of the Directors
3.		To re-appoint PricewaterhouseCoopers as auditor and authorise the Board to fix its remuneration
4.		To approve the payment of a Company and the holders of t ended 31 December 2023 (the	final dividend of HK$0.008 per share to the shareholders of the he outstanding convertible bonds on a converted basis for the year “Final Dividend”)
5.		To grant a general mandate to	the Directors to issue shares of the Company
6.		To grant a general mandate to	the Directors to repurchase shares of the Company
7.		To extend the general mandat repurchased under Resolution	e granted under Resolution No. 5 by adding the number of shares No. 6
Dated t Notes: 1. F	hi ul	s day o l name(s) and address(es) to be ins	f 2024 Signatur erted inBLOCK CAPITALS. The name of all joint registered holders should be	e (notes 6,7,8,9) stated.

1. Please insert the number of shares to which the proxy relates 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 Company registered in your name(s).

2. A proxy need not be a shareholder of the Company. You are entitled to appoint a proxy of your own choice. 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.

3. The full text of the proposed resolutions are set out in the notice convening the Meeting.

4. If you wish to vote for the resolutions set out above, please tick (“✓”) the boxes marked “FOR”. If you wish to vote against any resolution, please tick (“✓”) the boxes marked “AGAINST”. If the form returned is duly signed but without specific direction on any of the proposed resolutions, the proxy will vote or abstain at his 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 discretion. A proxy will also be entitled to vote at his discretion on any resolution properly put to the Meeting other than those set out in the notice convening the Meeting.

5. In the case of a joint registered holders of any share, this form of proxy 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 on the register of members in respect of the relevant joint holding shall alone be entitled to vote in respect thereof.

6. This form of proxy must be signed by a shareholder, or his attorney duly authorised in writing, or if the shareholder is a corporation, either under its common seal or under the hand of an officer, attorney or other person authorised to sign the same.

7. The record date for determining the entitlement of the shareholders of the Company to attend and vote at the Meeting will be the close of business on Thursday, 6 June 2024. All transfer documents accompanied by the relevant share certificates must be lodged with the Company’s Hong Kong branch share registrar, Tricor Secretaries Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong for registration no later than 4:30 p.m. on Thursday, 6 June 2024. 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 offices of the Company’s Hong Kong branch share registrar, Tricor Secretaries Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than 48 hours before the time appointed for holding the Meeting or any adjourned meeting.

8. Any alteration made to this form of proxy should be initialled by the person who signs the form.

9. Completion and return of this form of proxy will not preclude you from attending and voting in person at the Meeting or any adjournment thereof if you wish.

PERSONAL INFORMATION COLLECTION STATEMENT

“Personal Data” in this statement has the same meaning as “personal data” in the Personal Data (Privacy) Ordinance, Chapter 486 of the Laws of Hong Kong (“ PDPO ”). Your supply of your and your proxy’s (or proxies’) Personal Data is on a voluntary basis for the purpose of processing your request for the appointment of a proxy (or proxies) and your voting instructions as stated in the proxy form (the “ Purposes ”). The Company may transfer your and your proxy’s (or proxies’) Personal Data to its agent, contractor, 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 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’) Personal Data will be retained for such period as may be necessary to fulfill the Purposes. Request for access to and/or correction of your and your proxy’s (or proxies’) Personal Data can be made in accordance with the provisions of the PDPO and any such request should be in writing by mail to the Privacy Compliance Officer of Tricor Secretaries Limited at the above address.