(note 3)
(note 2)

SHENGUAN HOLDINGS (GROUP) LIMITED

神冠控股(集團)有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 00829)

FORM OF PROXY FOR USE AT THE ANNUAL GENERAL MEETING

(OR AT ANY ADJOURNMENT THEREOF)

I/We (note 1) of

being the registered holder(s) ofordinary share(s)

of HK$0.01 each in the capital of Shenguan Holdings (Group) Limited (the "Company") hereby appoint the Chairman of the annual general meeting of the Company, or

of

as my/our proxy to attend and vote for me/us and on my/our behalf at the annual general meeting of the Company (the "Meeting") to be held on 28 May 2021 (Friday) at 2:30 p.m. at iPro Financial Press Limited, Units 1203B, 1204-1205, 12/F, World-Wide House, 19 Des Voeux Road Central, Central, Hong Kong and at any adjournment thereof for the purpose of considering and, if thought fit, passing the ordinary resolutions as set out in the notice convening the Meeting as indicated below or if no such indication is given, as my/our proxy thinks fit and in respect of any other business that may properly come before the Meeting and/or at any adjournment thereof:

ORDINARY RESOLUTIONS (note

4)

FOR (note 5)

AGAINST (note 5)

1.

To receive and consider the audited consolidated accounts and reports of the directors and auditors of the

Company and its subsidiaries for the year ended 31 December 2020.

2

(a)

The declaration and payment of a final dividend of HK2.0 cents per ordinary share and a special final

dividend of HK4.0 cents per ordinary share of the Company for the year ended 31 December 2020 (the

"Final Dividends") to the shareholders of the Company whose names appear on the register of members of

the Company at the close of business on 8 June 2021, being the record date for determination of entitlement

to the Final Dividends, be and is hereby approved; and

(b)

any director of the Company be and is hereby authorised to take such action, do such things and execute

such further documents as the director may at his/her absolute discretion consider necessary or desirable for

the purpose of or in connection with the implementation of the payment of the Final Dividends.

3.

To re-appoint Ernst & Young as auditors of the Company and to authorise the board of directors of the Company

to fix their remuneration.

4.

(a)

Mr. Tsui Yung Kwok be re-elected as an independent non-executive director of the Company;

(b)

Mr. Meng Qinguo be re-elected as an independent non-executive director of the Company;

(c)

Mr. Yang Xiaohu be re-elected as an independent non-executive director of the Company; and

(d)

the board of directors of the Company be authorised to fix the remuneration of the directors of the Company.

5.

To

grant a general mandate to the directors of the Company to allot, issue and deal with additional shares not

exceeding 20% of the total number of issued shares of the Company as at the date of passing this resolution.

6.

To grant a general mandate to the directors of the Company to repurchase shares not exceeding 10% of the total

number of issued shares of the Company as at the date of passing this resolution.

7.

To extend the general mandate granted to the directors of the Company to allot, issue and deal with additional

shares in the share capital of the Company by an amount not exceeding the amount of the shares repurchased by

the Company.

Dated this

day of

2021

Signature (note

6)

Notes:

  1. Full name(s) and address(es) must be inserted in BLOCK CAPITALS.
  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 of the Company registered in your name(s).
  3. If any proxy other than the Chairman is preferred, please strike out "the Chairman of the annual general meeting of the Company, or" and insert the name and address of the proxy desired in the space provided. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON(S) WHO SIGN(S) IT.
  4. The description of these resolutions is by way of summary only. The full text appears in the notice convening the Meeting.
  5. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION, TICK THE BOX MARKED "FOR". IF YOU WISH TO VOTE AGAINST THE RESOLUTION, TICK THE BOX MARKED "AGAINST". Failure to tick either box will entitle your proxy to cast your vote 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 Meeting and/or at any adjournment thereof other than those referred to in the notice convening the Meeting.
  6. This form of proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or, if the appointor is a corporation, either under its seal or under the hand of an officer, attorney or other person authorised to sign the same. In the case of this form of proxy purporting to be signed on behalf of a corporation by an officer thereof it shall be assumed, unless the contrary appears, that such officer was duly authorised to sign this form on behalf of the corporation without further evidence of the fact.
  7. Any member entitled to attend and vote at the Meeting is entitled to appoint another person as his proxy to attend and vote instead of him. A member may appoint a proxy in respect of part only of his holding of shares in the Company. A proxy need not be a member of the Company.
  8. This form of proxy and (if required by the board of directors of the Company) the power of attorney or other authority (if any) under which it is signed, or a certified copy of such power or authority, shall be delivered to the office of the Hong Kong branch share registrar and transfer office of the Company, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not less than forty-eight (48) hours before the time appointed for holding the Meeting or adjourned meeting at which the person named in this form proposes to vote or, in the case of a poll taken subsequently to the date of the Meeting or adjourned meeting, not less than forty-eight (48) hours before the time appointed for the taking of the poll and in default this form of proxy shall not be treated as valid.
  9. Delivery of this form of proxy shall not preclude a member from attending and voting in person at the Meeting and in such event, this form of proxy shall be deemed to be revoked.
  10. Where there are joint holders of any share any one of such joint holders may vote, either in person or by proxy, in respect of such share as if he were solely entitled thereto, but if more than one of such joint holders be present at the meeting the vote of the senior holder who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.
  11. The notice convening the Meeting is set out in the Company's circular dated 27 April 2021.

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 "Purpose"). 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 Investor Services Limited at the above address.

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Shenguan Holdings (Group) Ltd. published this content on 26 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 26 April 2021 09:41:03 UTC.