TFG INTERNATIONAL GROUP LIMITED

富 元 國 際 集 團 有 限 公 司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 542)

FORM OF PROXY FOR THE ANNUAL GENERAL MEETING

TO BE HELD ON 28 MAY 2021 OR AT ANY ADJOURNMENT THEREOF

No. of shares to which this proxy relates1

I/We2

of

being a shareholder of TFG International Group Limited (the ''Company'') hereby appoint3 the Chairman of the Meeting or

(name)

of

(address)

as my/our proxy to attend, act and vote for me/us and on my/our behalf at the annual general meeting of the Company (the ''Meeting'') to be held at the Longchamps Room I-II, 3/F., Regal Kowloon Hotel, 71 Mody Road, Tsimshatsui, Hong Kong on Friday, 28 May 2021 at 10:30 a.m. and at any adjournment thereof on the resolutions referred to in the notice of the Meeting (with or without modifications) as indicated below:

ORDINARY RESOLUTIONS

FOR4

AGAINST4

1. To receive and consider the audited financial statements and the reports of the directors and the auditor for the year ended 31 December 2020.

2.

(a)

To re-elect Mr. Gao Jingyao as a director.

(b)

To re-elect Ms. So Wai Lam as a director.

(c)

To re-elect Mr. Wong Kui Shing, Danny as a director.

(d)

To re-elect Mr. Yang Lijun as a director.

(e)

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

3.

(a)

To re-appoint CCTH CPA Limited as the auditor of the Company.

(b)

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

4A.

To

grant a general mandate to the Directors to allot, issue and deal with shares not

exceeding 20% of the total number of the issued shares of the Company.

4B.

To

grant a general mandate to the Directors to repurchase shares of the Company not

exceeding 10% of the total number of the issued shares of the Company.

4C. To extend the general mandate granted to the Directors to allot, issue and deal with further shares purchased up to the aggregate number of the shares purchased under the Repurchase Mandate in resolution 4B not exceeding 10% of the total number of the issued shares of the Company.

4D.

To terminate the existing share option scheme.

4E.

To approve and adopt the new share option scheme.

Dated this

day of

2021

Signature5

Notes:

  1. 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 in the capital of the Company registered in your name(s).
  2. Please insert full name(s) and address(es) in BLOCK LETTERS.
  3. If any proxy other than the Chairman of the Meeting is preferred, please strike out ''the Chairman of the Meeting'' and insert the name and address of the proxy desired in the space provided. A member may appoint one or more proxies to attend on the same occasion and vote in his stead. A proxy need not be a member of the Company. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE DULY INITIALLED.
  4. IMPORTANT: IF YOU WISH TO VOTE FOR OR AGAINST ANY RESOLUTIONS, PLEASE PLACE AN ''P'' IN THE APPROPRIATE BOX. If you do not indicate how you wish your proxy to vote, your proxy will exercise his discretion whether to vote for or against the resolutions or to abstain from voting. Your proxy will be entitled to vote at his discretion on any resolutions properly put to the Meeting other than those referred to in the notice convening the Meeting.
  5. This form of proxy must be signed under the hand of the appointor or of his attorney duly authorised in writing, or if the appointor is a corporation, either under seal or under the hand of an officer duly authorised in that behalf.
  6. If two or more persons are jointly entitled to a share and are present at the Meeting, only the joint holder whose name stands first in the register of members in respect of the joint holding is entitled to vote at the Meeting.
  7. The transfer books and register of members of the Company will be closed from 25 May 2021 to 28 May 2021, both days inclusive, during which period no transfer of Shares can be registered. In order to qualify for attending and voting at the Meeting, all transfer documents accompanied by the relevant share certificates must be lodged with the Company's branch share registrar in Hong Kong, Tricor Tengis Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong, for registration not later than 4:30 p.m. on 24 May 2021.
  8. To be valid, this form of proxy, and, if required, the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy or office copy of that power or authority, must be deposited at the Company's branch share registrar in Hong Kong, Tricor Tengis Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not less than 48 hours before the time appointed for the Meeting or any adjournment thereof. 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) should you so wish.

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 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 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') name(s) and address(es) will be retained for such period as may be necessary to fulfil the Purposes. Request for access to and/or correction of the 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 Tengis Limited at the above address.

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Ceneric Holdings Ltd. published this content on 27 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 26 April 2021 22:40:05 UTC.