TRULY INTERNATIONAL HOLDINGS LIMITED

信 利 國 際 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 00732)

FORM OF PROXY FOR USE AT THE ANNUAL GENERAL MEETING TO BE HELD ON 2 JUNE 2021 AT 10:00 A.M. OR ANY ADJOURNMENT THEREOF

I/We I, of

being the registered holder(s) of II

shares of HK$0.02 each in

the capital of Truly International Holdings Limited (the ''Company''), HEREBY APPOINT

III the Chairman of the Meeting

or

of

as my/our proxy to act for me/us at the Annual General Meeting of the Company (or any adjournment thereof) to be held at 2/F., Chung Shun Knitting Centre, 1-3 Wing Yip Street, Kwai Chung, New Territories, Hong Kong on Wednesday, 2 June 2021 at 10:00 a.m. for the purpose of considering and, if thought fit, passing the proposed resolutions set out in the Notice convening the Annual General Meeting and at such Meeting (or at any adjournment thereof) to vote for me/us and my/our name(s) in respect of the resolutions as hereunder indicated, and, if no such indication is given, as my/our proxy thinks fit.

RESOLUTIONS

FOR IV

AGAINST IV

1. To adopt the Audited Consolidated Financial Statements and the Reports of the Directors and the Auditors of the Company for the year ended 31 December 2020.

2. (a) To re-elect Mr. Wong Pong Chun, James as an Executive Director of the Company.

(b) To re-elect Mr. Cheung Wing Cheung as an Executive Director of the Company.

(c) To authorise the Board of Directors of the Company to fix the Directors' remuneration.

  1. To re-elect Mr. Chung Kam Kwong (who has served as an Independent Non-executive Director for more than nine years) as an Independent Non-executive Director of the Company and to authorize the Board of Directors of the Company to fix his remuneration.
  2. To re-appoint Deloitte Touche Tohmatsu as the Company's external auditor and to authorise the Board of Directors of the Company to fix their remuneration.

5. To approve the Ordinary Resolutions A to C as set out in the Notice of Annual General Meeting:

Ordinary Resolution A

A

A

Ordinary Resolution B

B

B

Ordinary Resolution C

C

C

Dated this

day of

2021

Signature V

Notes:

  1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS. The names of all joint holders should be stated.
  1. Please insert the number of shares registered in your name(s) and to which this form of proxy relates. 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).
  1. If any proxy other than the Chairman of the Meeting is preferred, strike out the words ''the Chairman of the Meeting or'' and insert the name and address of the proxy desired in the space provided. The proxy need not be a member of the Company but must attend the Meeting in person to represent you. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALED BY THE PERSON WHO SIGNS IT.

IV. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION, TICK IN THE BOX MARKED ''FOR''. IF YOU WISH TO VOTE AGAINST THE RESOLUTION, TICK IN THE BOX MARKED ''AGAINST''. Failure to tick either box will entitle your proxy to cast your vote at his discretion. Your proxy will also be entitled to vote at his discretion on any amendment of a resolution put to the Meeting.

  1. This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must be either under its common seal or under the hand of an officer or attorney duly authorised to sign the same.

VI.

To be valid, this form of proxy, together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy

thereof, must be lodged at the Company's principal office in Hong Kong at 2/F., Chung Shun Knitting Centre, 1-3 Wing Yip Street, Kwai Chung, New

Territories, Hong Kong, not less than 48 hours before the time appointed for the holdings of Meeting or any adjournment thereof.

VII.

In the case of joint holders of a share, the vote of the senior 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.

VIII.

Completion and return of this form of proxy will not preclude you from attending the Meeting if you so wish. In the event that you, having lodged this

form of proxy, attend the Meeting, this form of proxy will be deemed to have been revoked.

IX.

Voting by poll is required for any resolution put to vote at the Annual General Meeting.

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Truly International 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 10:40:00 UTC.