Time Watch Investments Limited

時計寶投資有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2033)

PROXY FORM

Form of proxy for use by shareholders at the annual general meeting to be held at Jade Room, 6/F, Marco Polo Hongkong Hotel,

Harbour City, 3 Canton Road, Kowloon, Hong Kong, at 10:00 a.m. on Thursday, 21 November 2019

I/We (note a)

of

being the registered holder(s) of

(note b) shares (the "Shares") of HK$0.10 each in the capital of Time Watch Investments Limited (the "Company") hereby appoint the chairman of the annual general meeting (the "Meeting") of the Company or

of

to act as my/our proxy (note c) at the Meeting to be held at Jade Room, 6/F, Marco Polo Hongkong Hotel, Harbour City, 3 Canton Road, Kowloon, Hong Kong at 10:00 a.m. on Thursday, 21 November 2019 (or any adjournment thereof) and to vote on my/our behalf as directed below.

Please make a mark in the appropriate boxes to indicate how you wish your vote(s) to be cast on a poll.

ORDINARY RESOLUTIONS

FOR (note d)

AGAINST (note d)

1.

To receive and approve the audited consolidated financial statements of the Company and its subsidiaries and the

reports of the directors (the "Directors") and auditors (the "Auditors") of the Company for the year ended 30

June 2019.

2.

To declare a final dividend for the year ended 30 June 2019.

3.

(a)

To re-elect Mr. Tung Koon Kwok Dennis as executive Director.

(b)

To re-elect Mr. Wong Wing Keung Meyrick as independent non-executive Director.

(c)

To re-elect Mr. Choi Ho Yan as independent non-executive Director.

4.

To authorise the board (the "Board") of Directors to fix the remuneration of the Directors.

5.

To re-appoint Deloitte Touche Tohmatsu as the Auditors for the year ended 30 June 2020 and to authorise the

Board to fix the remuneration of the Auditors.

6.

To grant a general and unconditional mandate to the Directors to allot, issue and deal with additional shares in the

Company not exceeding 20% of the total number of Shares of the Company in issue as at the date of the passing

of the relevant resolution.

7.

To grant a general and unconditional mandate to the Directors to repurchase shares in the Company not exceeding

10% of the total number of Shares of the Company in issue as at the date of the passing of the relevant resolution.

8.

Conditional upon resolutions 6 and 7 being passed, the general and unconditional mandate granted to the

Directors to allot, issue and deal with additional shares of the Company pursuant to resolution 6 be extended by

the addition thereto of an amount representing the number of Shares of the Company repurchased by the Company

under the authority granted pursuant to resolution 7.

Dated this

day of

2019.

Signature(s) x

x (notes e to k)

Notes:

  1. Full name(s) and address(es) are to be inserted in BLOCK CAPITAL LETTERS. 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 in the share capital of the Company registered in your name(s).
  3. A proxy need not be a member of the Company. If you wish to appoint some person other than the chairman of the Meeting as your proxy, please delete the words "the chairman of the annual general meeting (the "Meeting") of the Company or" and insert the name and address of the person appointed in the space provided. A member of the Company entitled to attend and vote at the Meeting is entitled to appoint in written form one or, if he is the holder of two or more Shares, more proxies to attend and vote instead of him.
  4. If you wish to vote for any of the resolutions set out above, please tick ("") the boxes marked "For". If you wish to vote against any of the resolutions set out above, please tick ("") the boxes marked "Against". If you wish to vote only part of the number of Shares in respect of which the proxy is so appointed, please state the exact number of Shares in lieu of tick ("") in the relevant box. If the form returned is duly signed but without specific direction on any of the proposed resolutions, the proxy will vote or abstain at his/her discretion in respect of all resolutions; or if in respect of a particular proposed resolution there is no specific direction, the proxy will, in relation to that particular proposed resolution, vote or abstain at his/her

discretion. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the Meeting other than those referred to in the notice convening the Meeting.

  1. In the case of joint holders of Shares, any one of such joint holders may vote, 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 Meeting personally or by proxy, then one of the said persons so present whose name stands first on the register in respect of such Shares shall alone be entitled to vote in respect thereof.
  2. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his/her attorney duly authorised in writing, or if the appointor is a corporation, either under seal or under the hand of an officer or attorney duly authorised.
  3. In order to be valid, the form of proxy must be in writing under the hand of the appointor or of his/her attorney duly authorised in writing, or if the appointor is a corporation, either under seal, or under the hand of an officer or attorney duly authorised, and must be deposited with the Hong Kong share registrar and transfer office (the "Hong Kong Share Registrar") of the Company, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong (together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy thereof) not less than 48 hours before the time fixed for holding of the Meeting (i.e. at or before 10:00 a.m. on Tuesday, 19 November 2019 (Hong Kong time)) or any adjournment thereof.
  4. For the purpose of determining members who are qualified for attending the Meeting, the register of members of the Company will be closed from 18 November 2019 to 21 November 2019 (both days inclusive), during which period no transfer of the Shares will be effected. In order to qualify for attending the Meeting or any adjournment thereof, all transfers of Shares accompanied by the relevant share certificates must be lodged with the Hong Kong Share Registrar at the above address by no later than 4:30 p.m. on 15 November 2019.
  5. For the purpose of determining members who are qualified for the proposed final dividend, conditional on the passing of resolution numbered 2 above, the register of members of the Company will be closed on 28 November 2019, on which no transfer of the Shares will be effected. In order to qualify for the proposed final dividend, all transfers of Shares accompanied by the relevant share certificates must be lodged with the Hong Kong Share Registrar at the above address by no later than 4:30 p.m. on 27 November 2019.
  6. Completion and delivery of an instrument appointing a proxy should not preclude a member from attending and voting in person at the Meeting or any adjournment thereof and in such event, the instrument appointing a proxy shall be deemed to be revoked.
  7. Any alteration made to this form should be initialed by the person(s) who sign(s) the form.

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 fulfill 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 Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong.

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Disclaimer

Time Watch Investments Ltd. published this content on 17 October 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 17 October 2019 08:53:06 UTC