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ZO Future Group Proxy Solicitation & Information Statement 2025

May 15, 2025

50510_rns_2025-05-15_a58f2ba8-6a73-4700-aac1-0069c45d29dd.pdf

Proxy Solicitation & Information Statement

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ZO FUTURE GROUP

大象未來集團

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2309)

FORM OF PROXY

Form of proxy for use by shareholders at the extraordinary general meeting of ZO Future Group (the "Company") (or at any adjournment thereof) to be held on Monday, 2 June 2025 (the "EGM")

I/We, (note 1)

of

being the registered holder(s) of _______, share(s) (note 2) (the "Share(s)") of HK$0.25 each in the capital

of the Company, HEREBY APPOINT THE CHAIRPERSON OF THE EGM, or (note 3)

of

and email address (note 10) _______ as my/our proxy to vote and act for me/us and on my/our behalf at the EGM (or at any adjournment thereof) to be held by way of electronic means on Monday, 2 June 2025 at 4:00 p.m. for the purpose of considering and, if thought fit, passing the resolution(s) set out in the notice convening the EGM (the "Notice") and at such EGM (or at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of the resolution(s) as indicated below. Unless otherwise indicated, capitalised terms used in this form of proxy shall have same meanings as those defined in the Notice.

ORDINARY RESOLUTION (note 9) FOR (note 4) AGAINST (note 4)
1. To confirm, approve and ratify the Subscription Agreement and the transactions contemplated thereunder including the grant of the Specific Mandate for the allotment and issue of the First Tranche Subscription Shares and the Second Tranche Subscription Shares at the subscription price of HK$1.86 per Share.

Dated this ____ day of ____ 2025

Signature(s) (note 5)

Notes:

  1. Full name(s), address(es) and/or (if login details for accessing the Vistra eVoting Portal is required to be sent to the proxy) email address to be inserted in BLOCK CAPITALS. The names of all joint registered holders should be stated.
  2. Please insert the number of Shares registered in your name(s) to which the proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all the Shares registered in your name(s).
  3. If any proxy other than the chairperson of the EGM is preferred, please strike out "THE CHAIRPERSON OF THE EGM, or" and insert the name, address and email address of the proxy desired in the space provided.
  4. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION(S), TICK THE APPROPRIATE BOX MARKED "FOR". IF YOU WISH TO VOTE AGAINST THE RESOLUTION(S), TICK THE APPROPRIATE BOX MARKED "AGAINST". Failure to complete any or all the boxes will entitle your proxy to cast his/her vote at his/her discretion. Your proxy will also be entitled to vote at his/her discretion on any resolutions properly put to the EGM other than those referred to in the Notice.
  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 (if any) or under the hand of an officer or attorney duly authorised.
  6. 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 lodged at the branch share registrar and transfer office of the Company in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong or via the designated website (https://evoting.vistra.com) by using the username and password provided on the notification letter sent by the Company not less than 48 hours before the time appointed for holding the EGM (or at any adjournment thereof).
  7. A proxy need not be a Shareholder of the Company but must attend the EGM to represent you.
  8. Completion and return of this form of proxy will not preclude you from attending and voting at the EGM (or at any adjournment thereof) should you so wish, and in such event, this form of proxy shall be deemed to be revoked.
  9. The full text of the resolution appears in the Notice.
  10. Registered shareholders of the Company are requested to provide a valid email address of his or her proxy (except appointment of "The Chairperson of the EGM") for the proxy to receive the login and access code to participate online to the Vistra eVoting Portal.
  11. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

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 EGM (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 which provides administrative, computer and other services to us for use in connection with the Purposes and to such parties which are authorised 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 the above address.