Easy One Financial Group Limited

易 易 壹 金 融 集 團 有 限 公 司

(Incorporated in the Cayman Islands and continued in Bermuda with limited liability)

(Stock Code: 221)

FORM OF PROXY

Form for use by shareholders at the special general meeting (the "Meeting") of Easy One Financial Group Limited (the "Company") to be held on Tuesday, 8 September 2020 at 10:00 a.m. (or immediately after the Court Meeting as defined in the scheme of arrangement of the Company set out in the scheme document of which the notice convening the Meeting forms part (the "Scheme") convened at the direction of the Supreme Court of Bermuda at the same place and on the same day shall have been concluded or adjourned, whichever is the later) or any adjournment thereof.

Number of Shares to which

this form of proxy relates (Note 1)

I/We (Note 2) of

being the registered holder(s) of

ordinary shares of HK$0.01 each (the "Shares") in the

capital of the Company, HEREBY APPOINT THE CHAIRMAN OF THE MEETING (Note 3) or

of

as my/our proxy to attend, act and vote for me/us and on my/our behalf at the Meeting of the Company to be held at Grand Ballroom, Lower Ground Level, Hong Kong Gold Coast Hotel, 1 Castle Peak Road, Gold Coast, Hong Kong on Tuesday, 8 September 2020 at 10:00 a.m. (or immediately after the Court Meeting as defined in the Scheme (set out in the scheme document of which the notice of the Meeting forms part) convened at the direction of the Supreme Court of Bermuda at the same place and on the same day shall have been concluded or adjourned, whichever is the later) and at any adjournment thereof, for the purpose of considering and, if thought fit, approving the resolution set out in the notice convening the Meeting and at such Meeting (and at any adjournment thereof) to vote for me/us and in my/our name(s) for or against the Scheme as hereunder indicated.

Please indicate with a "" in the boxes below how you wish the proxy to vote on your behalf (Notes 4). Should this form be returned duly signed, but without a specific direction, the proxy will vote or abstain at his/her/its discretion.

SPECIAL RESOLUTION*

FOR (Note 4)

AGAINST (Note 4)

1. (a) to approve the issue of one share at par to the Offeror (as defined in the Scheme, which is set out in the scheme document of which the notice of the Meeting forms part) or its designated wholly-owned subsidiary and, forthwith upon such issue of share, the reduction of the Company's issued share capital by cancelling and extinguishing the Scheme Shares (as defined in the Scheme);

    1. to approve the issue of New Shares (as defined in the notice of the Meeting) to the Offeror or its designated wholly-owned subsidiary(ies);
    2. to approve the Company applying the credit arising in its books of account as a result of the reduction of share capital referred to in (a) above in paying-up in full at par the New Shares referred to in (b) above;
    3. to approve the withdrawal of listing of ordinary shares of the Company on The Stock Exchange of Hong Kong Limited subject to the Scheme taking effect; and
    4. to authorise the directors of the Company to do all acts and things as considered by them to be necessary or desirable in connection with the implementation of the Scheme.
  • The full text of the resolution is set out in the notice convening the Meeting, which is included in the Scheme Document dated 12 August 2020 despatched to the shareholders of the Company

Dated this

day of

2020

Signature(s) (Note 5) :

Notes:

  1. Please insert the number of Shares. If no number is inserted, this form of proxy will be deemed to relate to all the Shares registered in your name(s).
  2. Full name(s) and address(es) to be inserted in BLOCK CAPITALS. The names of all joint holders should be stated.
  3. If any proxy other than the Chairman is preferred, strike out "THE CHAIRMAN OF THE MEETING or" and insert the name and address of the proxy desired in the space provided. If no name is inserted, the Chairman of the Meeting will act as your proxy. A proxy need not be a shareholder of the Company.
  4. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION, TICK ("") THE BOX MARKED "FOR". IF YOU WISH TO VOTE AGAINST THE RESOLUTION, TICK ("") THE BOX MARKED "AGAINST". Failure to tick either box will entitle your proxy to cast your vote(s) or abstain at his/her/its discretion. Your proxy will also be entitled to vote (or abstain) at his/her/its discretion on any resolution properly put to the Meeting other than that referred to in the notice of the Meeting. IF YOU WISH TO VOTE PART OF YOUR SHARES FOR AND PART OF YOUR SHARES
    AGAINST THE RESOLUTION, PLEASE INSERT THE NUMBER OF SHARES IN THE RELEVANT BOX.
  5. 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. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON(S) WHO SIGN(S) IT.
  6. Where there are joint registered holders of any Share, any one of such persons may vote at the Meeting either personally or by proxy, in respect of such Share as if he were solely entitled thereto, but if more than one of such joint registered holders be present at the Meeting personally 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 registered 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 such joint holding.
  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 certified copy thereof, must be deposited at the Company's branch share registrar and transfer office in Hong Kong, Tricor Tengis Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong and received at least 48 hours before the time appointed for holding of the Meeting (i.e. not later than 10:00 a.m. (Hong Kong time) on Sunday, 6 September 2020) or any adjournment thereof.
  8. Completion and delivery of the form of proxy will not preclude you from attending and voting in person at the Meeting if you so wish and, in such event, the instrument appointing a proxy shall be deemed to be revoked.

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 (the "Purposes"). 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 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. Your and your proxy's (or proxies') name(s) and address(es) will be retained for such period as may be necessary to fulfil the Purposes. You/your proxy (or proxies) has/have the right to request access to and/or correction of the relevant personal data in accordance with the provisions of the Personal Data (Privacy) Ordinance and any such request should be in writing by mail to Tricor Tengis Limited at the above address.

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Easy One Financial Group Ltd. published this content on 11 August 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 11 August 2020 13:13:00 UTC