Integrated Waste Solutions Group Holdings Limited

綜 合 環 保 集 團 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(stock code: 923)

Form of Proxy for use at the Annual General Meeting to

be held on Thursday, 27 August 2020 (or at any adjournment thereof)

I/We (Note 1)

of

being the registered holder(s) of

shares (Note 2) of HK$0.1

each in the share capital of the above-named Company (the "Company"), HEREBY APPOINT THE CHAIRMAN OF THE MEETING (Note 4) or

of

as my/our proxy to attend the Annual General Meeting (and at any adjournment thereof) of the Company to be held at Regency Ballroom I, Lobby Level, Hyatt Regency Hong Kong, Tsim Sha Tsui, 18 Hanoi Road, Tsim Sha Tsui, Kowloon, Hong Kong on Thursday, 27 August 2020 at 10:30 a.m. for the purposes of considering and, if thought fit, passing the resolutions as set out in the notice convening the said meeting and at such meeting (and at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of the resolutions as indicated below.

ORDINARY RESOLUTIONS

FOR

AGAINST

(Notes 5 & 6)

(Notes 5 & 6)

1.

To consider and receive the audited consolidated financial statements of the Company and the reports

of the directors of the Company and auditor of the Company for the year ended 31 March 2020.

2.

To re-elect Mr. Tam Sui Kin, Chris, a retiring director, as executive director of the Company.

3.

To re-elect Mr. Tsang On Yip, Patrick, a retiring director, as non-executive director of the Company.

4.

To re-elect Mr. Chow Shiu Wing, Joseph, a retiring director, as independent non-executive director of

the Company.

5.

To authorise the board of directors of the Company to fix the respective directors' remuneration.

6.

To appoint KPMG as the auditor of the Company and to authorise the board of directors of the

Company to fix the auditor's remuneration.

7.

To grant a general mandate to the directors of the Company to purchase the Company's shares not

exceeding 10% of the total number of issued shares of the Company as at the date of passing of this

resolution.

8.

To grant a general mandate to the directors of the Company to issue, allot and deal with additional

shares of the Company not exceeding 20% of the total number of issued shares of the Company as at

the date of passing of this resolution.

9.

To extend the general mandate granted to the directors of the Company to issue, allot and deal with

additional shares of the Company by the aggregate number of shares repurchased by the Company.

Dated this

day of

2020

Signature(s) (Note 7)

Notes:

  1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS.
  2. Please insert the number of shares of the Company registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all the shares of the Company registered in your name(s).
  3. Any member of the Company entitled to attend and vote at the meeting is entitled to appoint another person as his/her/its proxy to attend and vote instead of him/her/ it. The proxy need not be a member of the Company but must attend the meeting in person to represent the member.
  4. If any proxy other than the Chairman is preferred, strike out the words "THE CHAIRMAN OF THE MEETING" here inserted and insert the name and address of the proxy desired in the space provided. A member of the Company who is the holder of two or more shares may appoint more than one proxy to attend and vote on his/ her/its behalf at the meeting provided that if more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE MEETING WILL ACT AS YOUR PROXY. ANY ALTERATION
    MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.
  5. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTIONS, TICK (√) THE APPROPRIATE BOXES MARKED "FOR". IF YOU WISH TO VOTE AGAINST ANY RESOLUTIONS, TICK (√) THE APPROPRIATE BOXES MARKED "AGAINST". Failure to complete any or all the boxes will entitle your proxy to cast his/her votes at his/her discretion. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the meeting other than those referred to in the notice convening the meeting.
  6. All resolutions will be put to vote by way of poll at the meeting. Every member of the Company present in person (in the case of a member being a corporation, by its duly authorised representative) or by proxy shall have one vote for every fully paid share of which he/she/it is the holder. A person entitled to more than one vote need not use all his/her votes or cast all the votes he/she uses in the same way and in such case, please state the relevant number of shares in the appropriate box(es) above.
  7. 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 executed under its common seal or under the hand of an officer or attorney or other person duly authorised.
  8. In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of votes of the other joint holder(s) and for this purpose seniority will be determined by the order in which the names stand in the Register of Members of the Company in respect of the joint holding.
  9. To be valid, this form of proxy together with the power of attorney (if any) 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 and transfer office in Hong Kong, Tricor Investor Services Limited (the "Branch Share Registrar"), at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not less than 48 hours before the time fixed for holding this meeting or any adjourned meeting.
  10. Completion and delivery of the form of proxy will not preclude you from attending and voting at the meeting and, in such event, the form of proxy shall be deemed to be revoked.
  11. No refreshments, drinks or souvenirs will be provided/distributed during the meeting.

PERSONAL INFORMATION COLLECTION STATEMENT

  1. "Personal Data" in this statement has the same meaning as "personal data" in the Personal Data (Privacy) Ordinance, Chapter 486 of the Laws of Hong Kong ("PDPO").
  2. Your Personal Data is supplied to the Company on a voluntary basis. Failure to provide sufficient information may render the Company not able to process your instructions and/or request as stated in this proxy form.
  3. Your Personal Data may be disclosed or transferred by the Company to its subsidiaries, the principal share registrar, the Branch Share Registrar, and/or other companies or bodies for any of the stated purposes, and retained for such period as may be necessary for verification and record purposes.
  4. You have the right to request access to and/or correction of your Personal Data in accordance with the provisions of the PDPO. Any such request for access to and/or correction of your Personal Data should be in writing and sent to the Personal Data Privacy Officer of the Branch Share Registrar (address as stated in note 9 above).

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Integrated Waste Solutions Group Holdings Ltd. published this content on 28 July 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 28 July 2020 04:05:12 UTC