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Wing Chi Holdings Limited Proxy Solicitation & Information Statement 2022

Jul 20, 2022

50961_rns_2022-07-20_c86cd2e5-aaeb-4b27-a0e2-46ab0b361624.pdf

Proxy Solicitation & Information Statement

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WING CHI HOLDINGS LIMITED 榮智控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 6080)

FORM OF PROXY FOR USE AT THE 2022 ANNUAL GENERAL MEETING (OR ANY ADJOURNMENT THEREOF)

I/We[(note][1)]

of

being the registered holder(s) of

shares[(note][2)]

of HK$0.01 each in the capital of Wing Chi Holdings Limited 榮智控股有限公司 (the ‘‘Company’’), HEREBY APPOINT THE CHAIRMAN OF THE MEETING or[(note][3)]

of

as my/our proxy to attend at the 2022 annual general meeting (‘‘2022 AGM’’) of the Company to be held at Unit 1603–1604, 16/F Causeway Bay Plaza I, 489 Hennessy Road, Causeway Bay, Hong Kong on Friday, 19 August 2022 at 11:30 a.m. (and at any adjournment thereof) and vote for me/us as indicated below.

  • ORDINARY RESOLUTIONS FOR[(note][4)] AGAINST[(note][4)]

    1. To adopt the audited financial statements of the Company and the reports of the Directors and Auditor of the Company for the year ended 31 March 2022.
    1. (a) To re-elect Mr. Li Cheuk Kam as an Executive Director of the Company. (b) To re-elect Mr. Poon Wai Kong as a Non-executive Director of the Company. (c) To authorise the Board of Directors to fix the remuneration of the Directors of the Company.
    1. To re-appoint Messrs. SHINEWING (HK) CPA Limited as the Auditor of the Company and to authorise the Board of Directors to fix its remuneration.
    1. To grant a general mandate to the Directors of the Company to allot, issue and deal with new shares.
    1. To grant a general mandate to the Directors of the Company to buy back shares. 6. To extend the general mandate granted to the Directors of the Company to issue new shares by adding the number of shares bought-back by the Company. SPECIAL RESOLUTION FOR[(note][4)] AGAINST[(note][4)]
    1. To adopt the Second Amended and Restated Memorandum and Articles of Association.

Dated day of 2022 Signature(s)[(note][5)]

Notes:

  1. Please insert full name(s) and address(es) 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 registered in the name(s) of the holder appearing in this form of proxy.

  2. Please insert the name and address of the proxy. If no name is inserted, the chairman of the 2022 AGM will act as the proxy. A shareholder may appoint one or more proxies to attend, speak and vote in his/her stead at the 2022 AGM provided that each proxy is appointed to represent the respective number of shares held by the shareholder as specified in the relevant forms of proxy. The proxy does not need to be a shareholder of the Company. In light of the epidemic situation of the COVID-19, shareholders may consider appointing the chairman of the above meeting as his/her proxy to vote on the resolutions, instead of attending the above

  3. meetingbelowIf you markedwishin person.to ‘‘voteAGAINSTfor a resolution,’’. If you wishtick to(Puse) inlessthe thanrelevantall yourbox votes,below ormarkedto cast‘‘someFOR’’of. Ifyouryou voteswish ‘‘toFORvote’’ againstand somea resolution,of your votestick‘‘(AGAINSTP) in the’’relevanta particularbox resolution, you must write the number of votes in the relevant box(es). Failure to tick either box or write the number of votes in the box in respect of a resolution will entitle your proxy to cast your vote in respect of that resolution at his/her discretion or to abstain from voting. Your proxy will also be entitled to vote at his/ her discretion or to abstain from voting on any resolution properly put to the 2022 AGM other than those referred to in the notice of the 2022 AGM.

  4. This form of proxy must be signed by you or your agent duly authorised in writing or, in the case of a corporation, must either be executed under its common seal or be signed by an officer or agent duly authorised in writing.

  5. In the case of joint registered holders of any shares, any one of such persons may vote at the 2022 AGM, either personally or by proxy, in respect of such shares as if he/she were solely entitled thereto but if more than one of such joint holders be present at the 2022 AGM personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such shares shall alone be entitled to vote in respect thereof.

  6. The full text of resolutions 4, 5, 6 and 7 are set out in the notice of the 2022 AGM. 8. Centre,Limited,To be valid,16at Harcourt‘‘Levelthe completed54,Road,HopewellHongformKongCentre,of proxy’’ (if183themustQueenproxybe ’sreceivedformRoadisEast,returnedby theHongCompanyonKongor after’’’s(ifHong15theAugustproxyKong2022),formbranchisorreturnedsharevia theregistrarbeforedesignatedand15 AugusttransferURL (https://spot-emeeting.tricor.hk)2022)office,or Tricor‘‘17/F, InvestorFar East ServicesFinanceby using the username and password provided on the notification letter sent by the Company at least 48 hours before the time appointed for holding the 2022 AGM or any adjourned meeting (as the case may be). If a form of proxy is signed by an attorney of a shareholder who is not a corporation, the power of attorney or othersolicitorauthorityqualifiedunderto practicewhich itinisHongsignedKong)or a mustcertifiedbe deliveredcopy of thatto thepowerCompanyof attorney’s HongorKongauthoritybranch(suchsharecertificationregistrar andto transferbe madeofficeby eithertogethera notarywith thepublicformorofa proxy.

  7. Any alteration made to this form of proxy should be initialed by the person who signed the form. 10. Completion and return of this form of proxy will not preclude you from attending and voting in person at the 2022 AGM or any adjourned meeting (as the case may be) if you so wish. If you attend and vote at the 2022 AGM, this form of proxy will be deemed to be revoked.

PERSONAL INFORMATION COLLECTION STATEMENT

proxyYour supply(or proxies)of yourandandyouryourvotingproxyinstructions’s (or proxiesfor’)thename(s)2022 AGMand address(es)of the Companyis on a(thevoluntary‘‘Purposesbasis’’).forWethemaypurposetransferof processingyour and youryourproxyrequest’s (orforproxiesthe appointment’) name(s) ofanda address(es) to our agent, contractor, or third party service provider who provides administrative, computer and other services to us for use in connection with the Purposes andproxyto’ssuch(or proxiesparties’)whoname(s)are authorisedand address(es)by lawwillto requestbe retainedthe informationfor such periodor areasotherwisemay be necessaryrelevant forto fulfilthe Purposesthe Purposes.and needRequestto receivefor accessthe information.to and/or correctionYour andofyourthe relevant personal data can be made in accordance with the provisions of the Personal Data (Privacy) Ordinance and any such request should be in writing by mail to the Company/Tricor Investor Services Limited at the above address.