ordinary share(s) (2) of HK$0.00004 each in the

eFORCE HOLDINGS LIMITED

意 科 控 股 有 限 公 司 *

(Incorporated in Bermuda with limited liability)

(Stock code: 943)

PROXY FORM FOR USE AT THE SPECIAL GENERAL MEETING TO BE HELD AT 11:30 A.M. ON WEDNESDAY, 9 OCTOBER 2019 OR ANY ADJOURNMENT THEREOF

I/We (1) of

being the registered holder(s) of

capital of eForce Holdings Limited (the "Company"), HEREBY APPOINT (3) of

or failing him/her, the Chairman of the meeting, as my/our proxy to vote and act for me/us at the special general meeting of the Company (the "SGM") (or any adjournment thereof), to be held at 11:30 a.m. on Wednesday, 9 October 2019, at Suite 3008, Man Yee Building, 68 Des Voeux Road Central, Central, Hong Kong for the purpose of considering and, if thought fit, passing the ordinary resolution set out in the notice (the "Notice") dated 18 September 2019 convening the SGM and at the SGM (or at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of the ordinary resolution as indicated below (4).

Capitalised terms used herein shall have the same meaning as those defined in the Notice.

ORDINARY RESOLUTION

FOR (4)

AGAINST (4)

1.

To approve, confirm and ratify the Acquisition Agreement and

all the

transactions contemplated thereunder, including but not limited to the issue of

the promissory note in the principal amount of RMB200,000,000 by the

Company to the Vendor for settlement of the Consideration payable by the

Purchaser to the Vendor, and to authorise any one or more of the Directors to

do all such acts and things and execute all such documents (and to affix the

common seal of the Company thereon, if necessary) for the purpose of, or in

connection with, the implementation of and giving effect to the Acquisition

Agreement and the transactions ancillary thereto, including but not limited to

the issue of the Promissory Note, and of administrative nature which he/she/

they consider necessary, desirable or expedient.

Signature (5)

Date

2019

Notes:

  1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS. The name of all joint 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 related to all the shares in the Company registered in your name(s). If more than one proxy is appointed, the number of shares in respect of which each such proxy so appointed must be specified.
  3. If any proxy other than the Chairman is preferred, strike out the words 'or failing him/her, the Chairman of the meeting' 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 WHO SIGNS IT.
  4. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION, TICK THE APPROPRIATE BOX MARKED "FOR". IF YOU WISH TO VOTE AGAINST THE RESOLUTION, TICK THE APPROPRIATE BOX MARKED "AGAINST". Failure to tick any box will entitle your proxy to cast his vote at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the SGM other than those referred to in the Notice convening the SGM.
  5. This form of proxy shall be in writing under the hand of the appointer or his/her attorney duly authorized in writing or, if the appointer is a corporation, either under its seal or under the hand of an officer, attorney or other person authorized to sign the same.
  6. Any shareholder entitled to attend and vote at the SGM shall be entitled to appoint another person as his/her proxy to attend and vote instead of him/her. A shareholder who is the holder of two or more shares may appoint more than one proxy to represent him/her and vote on his/her behalf. A proxy need not to be a shareholder of the Company.
  7. In order 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 deposited at the Company's branch share registrar in Hong Kong, Union Registrars Limited, at Suites 3301-04, 33/F, Two Chinachem Exchange Square, 338 King's Road, North Point, Hong Kong not less than 48 hours before the time appointed for the holding of the SGM or any adjournment thereof (as the case may be).
  8. Completion and delivery of this form of proxy shall not preclude a shareholder from attending and voting in person at the SGM and in such event, the instrument appoint a proxy shall be deemed to be revoked.
  9. Where there are joint holders of any shares, any one of such joint holder may vote, either in person or by proxy in respect of such shares as if he/she was solely entitled hereto; but if more than one of such joint holders be present at the SGM, 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.
  10. Any voting at the SGM shall be taken by poll.

*  For identification purpose only

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eForce Holdings Limited published this content on 18 September 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 17 September 2019 22:21:12 UTC