(Note 4)

CENTURY GINWA RETAIL HOLDINGS LIMITED

世紀 金花商 業控 股有 限 公司

(Incorporated in Bermuda with limited liability)

(Stock Code: 162)

PROXY FORM FOR USE AT THE ANNUAL GENERAL MEETING TO BE CONVENED ON

TUESDAY, 1 JUNE 2021 ("AGM") (OR ANY ADJOURNMENT THEREOF)

I/We (Note 1)

of

being the registered holder(s) of (Note 2)

ordinary shares of

HK$0.10 each (the "Share") in the share capital of Century Ginwa Retail Holdings Limited (the "Company"), hereby appoint the chairman of the AGM or (Note 3)

of

as my/our proxy to act for me/us at the AGM (and at any adjournment thereof) to be held at 24/F, OfficePlus@Wan Chai, 303 Hennessy Road, Wanchai, Hong Kong on Tuesday, 1 June 2021, at 11:00 a.m. for the purpose of considering and, if thought fit, passing the resolutions set out in the notice convening the AGM and at the AGM, and at any adjournment thereof, to vote for me/us in my/our name(s) as indicated below in respect of such resolution and, if no such indication is given, as my/our proxy thinks fit.

ORDINARY RESOLUTIONS

FOR (Notes 5)

AGAINST (Notes 5)

1.

To receive and approve the audited financial statements, directors' reports and

independent auditor's report of the Company for the nine months ended 31

December 2020.

2.

(a)

To re-elect Mr. Chen Shuai as a Non-executive Director.

(b)

To re-elect Mr. Tsang Kwok Wai as an Independent Non-executive Director.

(c)

To re-elect Mr. Ruan Xiaofeng as an Independent Non-executive Director.

(d)

To re-elect Ms. Song Hong as an Independent Non-executive Director.

(e)

To authorise the board of directors to fix the directors' remuneration.

3.

To re-appoint KPMG, Certified Public Accountants as auditor of the Company and

to authorise the board of directors to fix their remuneration.

4.

To give a general mandate to the directors of the Company to allot, issue and deal

with Shares not exceeding 20 per cent of the total number of Shares in issue.

5.

To give a general mandate to the directors of the Company to buy back Shares not

exceeding 10 per cent of the total number of Shares in issue.

6.

To extend the general mandate to the directors of the Company to allot, issue and

deal with Shares by an amount not exceeding the amount of the Shares bought back

by the Company.

Signed this

day of

2021.

Shareholders' signature (Notes 7 & 8):

Notes:

  1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS. The names of all joint holders should be stated.
  2. Please insert the number of Shares registered in your name(s). If no number is inserted, this proxy form will be deemed to relate to all such Shares registered in your name(s).
  3. Please insert the name and address of the proxy desired in the space provided. Any alteration made to this proxy form must be initialed by the person who signs it. If no name is inserted, the duly appointed Chairman of the AGM will set as your proxy.
  4. A proxy need not be the Chairman of the AGM. If you wish to appoint a person other than the Chairman of the AGM as your proxy, please delete the words "the Chairman of the AGM or" and insert the name and address of the person appointed proxy in the space provided.
  5. IMPORTANT: If you wish to vote for or against the resolution, please place a "" in the box marked "FOR" or the box marked "AGAINST" as appropriate. Failure to complete a box will entitle your proxy to cast your vote(s) or abstain at his discretion. Your proxy will also be entitled to vote or abstain at his discretion on any resolution properly put to the AGM other than that referred to in the notice convening the AGM.
  6. The full text of the above resolutions is set out in the notice of the AGM dated 30 April 2021.
  7. This proxy form must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must be either under its seal or under the hand of an officer or attorney duly authorised to sign the same.
  8. Where there are joint registered holders of any Share, any one of such joint holders may vote at the AGM, either in person 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 are present at the AGM in person or by proxy, then one of the said persons so present whose name stands first on the register of members of the Company in respect of such shares of the Company shall alone be entitled to vote in respect thereof.
  9. A proxy need not be a shareholder of the Company.
  10. In order to be valid, this proxy form and the power of attorney or other authority, if any, under which it is signed or a certified copy of such power of attorney or authority, must be deposited at the Company's branch share registrar, Tricor Abacus Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong, as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the AGM or any adjournment thereof or, in case of a poll taken subsequently to the date of the AGM or adjourned meeting thereof, not less than 24 hours before the time appointed for the taking of the poll. Completion and return of this proxy form will not preclude you from attending and voting in person at the AGM or any adjournment thereof should you so wish.
  11. 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 AGM 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 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 Abacus Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong.

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Century Ginwa Retail Holdings Ltd. published this content on 29 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 29 April 2021 09:16:02 UTC.