TIMES CHINA HOLDINGS LIMITED
時 代 中 國 控 股 有 限 公 司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1233)
FORM OF PROXY FOR USE AT ANNUAL GENERAL MEETING
TO BE HELD ON 21 MAY 2021
I/We (Note 1)
of
being the registered holder(s) ofshares of HK$0.1 each in the capital of Times China Holdings Limited (the "Company") hereby appoint
of
or failing him/her, the chairman of the annual general meeting of the Company (the "Annual General Meeting") as my/our proxy to attend and vote for me/us and on my/our behalf at the Annual General Meeting to be held at Boardroom II, Level 5, Four Seasons Hotel Hong Kong, 8 Finance Street, Central, Hong Kong on 21 May 2021 (Friday) at 10:00 a.m., and at any adjournment thereof for the purpose of considering and, if thought fit, passing with or without modification, the resolutions as set out in the notice of the Annual General Meeting and to vote on my/our behalf as hereunder indicated or, if no such indication is given, as my/our proxy thinks fit. My/our proxy will also be entitled to vote on any matters properly put to the Annual General Meeting in such manner as he/she thinks fit.
Ordinary Resolutions (Note 4) | For (Note 5) | Against (Note 5) | |||||||||
1. | To receive and adopt the audited consolidated financial statements of the Company and the | ||||||||||
reports of the directors and independent auditor of the Company for the year ended 31 December | |||||||||||
2020. | |||||||||||
2. | To declare a final dividend for the year ended 31 December 2020 (payable in cash in Hong Kong | ||||||||||
dollar with scrip option). | |||||||||||
3. | (A) | To re-elect the following retiring directors of the Company (the "Directors"): | |||||||||
(i) | Mr. Guan Jianhui as executive Director; | ||||||||||
(ii) | Mr. Bai Xihong as executive Director; and | ||||||||||
(iii) Mr. Li Qiang as executive Director; | |||||||||||
(B) | To authorise the board of Directors (the "Board") to fix the remuneration of the Directors. | ||||||||||
4. | To re-appoint Ernst & Young as auditor of the Company to hold office until the conclusion of the | ||||||||||
next annual general meeting of the Company and to authorise the Board to fix their remuneration | |||||||||||
for the year ending 31 December 2021. | |||||||||||
5. | (A) | To grant a general mandate to the Directors to allot, issue and deal with additional shares | |||||||||
of the Company (the "Shares") not exceeding 20% of the number of the issued Shares | |||||||||||
(the "Issue Mandate") as at the date of this resolution. | |||||||||||
(B) | To grant a general mandate to the Directors to buy back Shares not exceeding 10% of the | ||||||||||
number of the issued Shares as at the date of this resolution. | |||||||||||
(C) | To extend the Issue Mandate by the number of Shares bought back by the Company | ||||||||||
pursuant to the general mandate granted by resolution no. 5(B). | |||||||||||
Dated this | day of | , 2021 | Signature(s) (Note 6) |
Notes:
- Full name(s) and address(es) shall be inserted in BLOCK CAPITALS. The names of all joint holders should be stated.
- Please insert the number of shares registered in your name(s) to which this form of proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all shares in the capital of the Company registered in your name(s).
- Full name(s) and address(es) shall be inserted in BLOCK CAPITALS. If not completed, the chairman of Annual General Meeting will act as your proxy.
- The above description of the proposed ordinary resolutions by way of summary only. The full text appears in the notice of the Annual General Meeting.
- IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, PLEASE TICK THE BOX MARKED "FOR". IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, PLEASE TICK THE BOX MARKED "AGAINST". Failure to tick a box will entitle your proxy to cast your vote at his/her discretion or to abstain from voting. Your proxy will also be entitled to vote at his/her discretion or to abstain from voting on any resolution properly put to the meeting other than those referred to in the notice convening the meeting.
- The instrument appointing a proxy shall be in writing and shall be executed 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 duly authorised to sign the same.
- In the case of joint holders of any share, any one of such persons may vote at the above Annual General Meeting, either personally or by proxy, in respect of such share as if he/she were solely entitled thereto. However, if more than one of such joint holders be present at the above Annual General Meeting personally or by proxy, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the vote(s) of the other joint holder(s) and for this purpose seniority shall be determined as that one of the said persons so present whose name stands first on the register of members of the Company in respect of such share(s).
- To be valid, this form of proxy must be completed, signed and deposited at the Hong Kong share registrar of the Company, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, 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 for holding the meeting. The completion and return of the form of proxy shall not preclude shareholders of the Company from attending and voting in person at the above meeting (or any adjourned meeting thereof) if they so wish.
- A proxy need not be a shareholder of the Company.
- Completion and return of this form of proxy will not preclude you from attending and voting in person at the meeting or at any adjournment thereof (as the case may be) should you so wish, and in such event, the form of proxy shall be deemed to be revoked.