Cowell e Holdings Inc.

高偉電子控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 1415)

PROXY FORM

Form of proxy for use by shareholders at the extraordinary general meeting (the "Meeting") of Cowell e Holdings Inc. (the "Company") to be held at Strategic Public Relations Group Limited, 24/F, Admiralty Centre I, 18 Harcourt Road, Hong Kong on 5 May 2021 at 10:00 a.m. (or any adjournment thereof)

I/We (note 1)

of

being the registered holder(s) of

(note 2) shares of US$0.004 each in the share capital

of the Company, hereby appoint the chairman of the Meeting or

of

to act as my/our proxy (note 3), to attend and vote for me/us and on my/our behalf at the Meeting to be held at Strategic Public Relations Group Limited, 24/F, Admiralty Centre I, 18 Harcourt Road, Hong Kong on 5 May 2021 at 10:00 a.m. and at any adjournment thereof and to vote on my/our behalf as directed below. Capitalised terms used in this form of proxy shall have the same meaning as those defined in the circular of the Company dated 20 April 2021 unless content requires otherwise.

Please make a mark in the appropriate boxes to indicate how you wish your vote(s) to be cast (note 4).

ORDINARY RESOLUTIONS (note 9)

FOR

AGAINST

1.

To approve the termination of the Existing Share Option Scheme and adoption of the

New Share Option Scheme.

2.

(a)

to re-elect Mr. Meng Yan as executive Director;

(b)

to re-elect Mr. Wu Ying-Cheng as executive Director;

(c)

to re-elect Mr. Chen Han-Yang as non-executive Director;

(d)

to re-elect Mr. Yang Li as non-executive Director;

(e)

to re-elect Ms. Su Yen-Hsueh as independent non-executive Director;

(f)

to re-elect Mr. Tsai Chen-Lung as independent non-executive Director;

(g)

to re-elect Mr. Luo Zhenbang as independent non-executive Director; and

(h)

to authorise the board of Directors to fix the Directors' remuneration.

Dated the

day of

2021

Shareholder's signature

(notes 5, 6, 7 and 8)

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). If no number is inserted, this form of proxy will be deemed to relate to all the Shares registered in your name(s).
  3. A proxy need not be a shareholder 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 Meeting or" and insert the name and address of the person appointed proxy in the space provided.
  4. If you wish to vote for the resolution set out above, please tick ("") the box marked "For". If you wish to vote against the resolution, please tick ("") the box marked "Against". If this form of proxy returned is duly signed but without specific direction on the proposed resolution, the proxy will vote or abstain at his/her discretion in respect of the resolution. A proxy will also be entitled to vote at his/her discretion on any resolution properly put to the Meeting other than those set out in the notice convening the Meeting.
  5. In the case of a joint holding, this form of proxy may be signed by any joint holder, but if more than one joint holder is present at the Meeting, whether in person or by proxy, 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 in respect of the joint holding.
  6. This form of proxy must be signed by a shareholder of the Company, or his/her attorney duly authorised in writing, or if the shareholder is a corporation, either under its common seal or under the hand of an officer or attorney so authorised.
  7. 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, Computershare Hong Kong Investor Services Limited, at 17M Floor,, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong no later than 48 hours before the time appointed for holding the Meeting (i.e. 3 May 2021 at 10:00 a.m. (Hong Kong time)) or any adjournment thereof.
  8. Any alteration made to this form of proxy should be initialled by the person who signs the form.
  9. The description of the resolutions is by way of summary. The full text of the resolutions is set out in the notice convening the Meeting dated 20 April 2021.

PERSONAL INFORMATION COLLECTION STATEMENT

"Personal Data" in this statement has the same meaning as "personal data" defined in the Personal Data (Privacy) Ordinance, Chapter 486 of the Laws of Hong Kong ("PDPO"), which include your and your proxy's name and address. Your supply of the Personal Data is on a voluntary basis and for the purpose of processing your instructions as stated in this form of proxy (the "Purposes"). If you fail to supply sufficient information, the Company may not be able to process your instructions. The Company may disclose or transfer the Personal Data to its subsidiaries, its share registrar and/or third party service provider who provides administrative, computer and other services to the Company for use in connection with the Purposes and to such parties who are authorised by law to request the information or are otherwise relevant for the Purposes and need to receive the information. The Personal Data will be retained for such period as may be necessary to fulfil the Purposes (including for verification and record purposes). Request for access to and/or correction of the Personal Data can be made in accordance with the provisions of the PDPO and any such request should be in writing and sent to the Privacy Compliance Officer of Computershare Hong Kong Investor Services Limited at the above address.

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Cowell e Holdings Inc. published this content on 19 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 20 April 2021 01:11:04 UTC.