(Stock Code: 41)

PROXY FORM FOR 2021 ANNUAL GENERAL MEETING

I/We (Note 1),

(Name)

of

(Address)

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

shares ("Shareholder(s)") of Great Eagle

Holdings Limited (the "Company"), hereby appoint (Note 3)

(Name)

of

(Address)

or failing him/her, THE CHAIRMAN OF THE MEETING (Note 3), as my/our proxy to attend and vote for me/us and on my/our behalf at the Annual General Meeting ("2021 AGM") of the Company to be held at 32nd Floor, Great Eagle Centre, 23 Harbour Road, Wanchai, Hong Kong on Thursday, 6 May 2021 at 3:30 p.m. and at any adjournment thereof, and specifically direct my/our proxy to vote in respect of the resolutions as indicated below, or if no such indication is given, as my/our proxy thinks fit.

Terms defined in the circular of the Company dated 26 March 2021 shall have the same meanings when used in this proxy form, unless the context otherwise requires.

ORDINARY RESOLUTIONS (Note 5)

FOR (Note 4)

AGAINST (Note 4)

1.

To receive and consider the audited consolidated Financial Statements of the Company and its subsidiaries for the year ended 31 December 2020 together with the Reports of the Directors and Independent Auditor thereon.

2.

To declare the payment of a Final Dividend of HK50 cents per share.

3.

To declare the payment of a Special Final Dividend of HK50 cents per share.

4.

To re-elect Madam Law Wai Duen as an Executive Director.

5.

To re-elect Mr. Lo Chun Him, Alexander as an Executive Director.

6.

To re-elect Professor Wong Yue Chim, Richard as an Independent Non-executive Director.

7.

To re-elect Mr. Lee Siu Kwong, Ambrose as an Independent Non-executive Director.

8.

To re-elect Mr. Chu Shik Pui as an Executive Director.

9.

To fix a fee of HK$220,000 per annum as ordinary remuneration payable to each Director.

10.

To re-appoint Messrs. Deloitte Touche Tohmatsu as Auditor and authorise the Board of Directors to fix the Auditor's remuneration.

11.

To grant a general mandate to the Directors to buy-back shares not exceeding 10% of the total number of issued shares.

12.

To grant a general mandate to the Directors to allot, issue and deal with additional shares not exceeding 20% of the total number of issued shares.

Date (Note 6)

Signature (Note 6)

Notes:

1. 2.

Please complete the name and address in ENGLISH BLOCK CAPITALS. The names of all joint Shareholders should be stated.

Please insert the number of shares registered in the name of the Shareholder(s). If no number is inserted, this proxy form will be deemed to relate to all the shares registered in the name of the Shareholder(s).

3.

If any proxy other than the chairman of the meeting is preferred, please insert the full name and address of the proxy desired in the space provided. A Shareholder entitled to attend and vote at the meeting of the Company is entitled to appoint one or more proxies to attend and vote on his/her behalf. To safeguard the health and safety of Shareholders and to prevent the spreading of the COVID-19, Shareholders are strongly encouraged to cast their votes by submitting a proxy from appointing the Chairman of the 2021 AGM as their proxy. ANY ALTERATION MADE TO THIS PROXY FORM MUST BE INITIALLED BY THE PERSON WHO SIGNS IT. The proxy needs not be a Shareholder of the Company, but must attend the meeting (or any adjournment thereof) to represent you.

4.

IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, PLEASE TICK () IN THE RELEVANT BOX BELOW THE BOX MARKED "FOR". IF YOU WISH TO VOTE AGAINST A RESOLUTION, PLEASE TICK () IN THE RELEVANT BOX BELOW THE BOX MARKED "AGAINST".

Failure to tick either box in respect of a resolution will constitute a specific direction to your proxy entitling your proxy to cast your vote in respect of that resolution at his/her discretion or to abstain. Your proxy will also be entitled to vote at his/her discretion or to abstain on any resolution properly put to the meeting other than those referred to in the notice convening the meeting.

5. 6.

Please refer to the circular of the Company dated 26 March 2021 for details and information of the Resolutions.

This proxy form must be signed and dated by the Shareholder or his/her attorney duly authorised in writing. If the Shareholder is a company, it should execute this proxy form under its common seal or by the signature(s) of (a) person(s) authorised to sign on its behalf. In the case of joint Shareholders, any one Shareholder may sign this proxy form. The vote of the senior joint Shareholder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint Shareholder(s) and for this purpose seniority will be determined by the order in which the names stand in the Register of Members in respect of the joint shareholding.

7.

In order to be valid, a proxy form and the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power of attorney, must be deposited at the office of the Company at 33/F., Great Eagle Centre, 23 Harbour Road, Wanchai, Hong Kong, not less than 48 hours before the time fixed for holding the meeting or any adjournment thereof.

8. 9. 10.

Completion and delivery of this proxy form will not preclude you from attending and voting at the meeting if you so wish. The votes at the 2021 AGM will be taken by poll.

On a poll every Shareholder who is present in person or by a corporate representative or by proxy shall have one vote for every share of which he/she is the Shareholder. A person entitled to more than one vote need not use all his/her votes or cast them in the same way.

11.

If a black rainstorm warning signal or a tropical cyclone warning signal no. 8 or above is in force in Hong Kong at 1:30 p.m. on Thursday, 6 May 2021, the 2021 AGM will be rescheduled. The Company will publish an announcement on the Company's website at www. GreatEagle.com.hk and the HKEXnews website atwww.hkexnews.hkto notify the Shareholders of the date, time and venue of the rescheduled meeting.

12.

The 2021 AGM venue has wheelchair access. Anyone accompanying a Shareholder in need of assistance will be admitted to the 2021 AGM. If any Shareholder with a disability has a question regarding attendance, please contact the Company Secretarial Division of the Company by email atGreatEagle.ecom@greateagle.com.hk.

13.

For the avoidance of doubt, we do not accept any special instructions written on this proxy form.

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"), which may include but not limited to your name, address and/or telephone number. Your Personal Data provided in this proxy form is on a voluntary basis, and the same is collected and will be disclosed or transferred to Computershare Hong Kong Investor Services Limited ("Branch Share Registrar") and/or other companies or bodies solely for any of the purposes as stated above in this proxy form. Failure to provide sufficient information may render the Company not able to process your instructions and/or requests as stated in this proxy form. Your Personal Data will be retained for such period as may be necessary for verification and record purposes. You have the right to request access to and/or correction of your Personal Data in accordance with the provisions of the PDPO. Any such request for access to and/or correction of your Personal Data should be in writing to the Personal Data Privacy Officer of the Company's Branch Share Registrar in Hong Kong at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong.

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Great Eagle Holdings Limited published this content on 25 March 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 25 March 2021 08:36:05 UTC.