ZHUGUANG HOLDINGS GROUP COMPANY LIMITED

珠 光 控 股 集 團 有 限 公 司 *

(incorporated in Bermuda with limited liability)

(stock code: 1176)

PROXY FORM FOR USE AT THE ANNUAL GENERAL MEETING TO BE HELD ON WEDNESDAY,

12 JUNE 2019 (OR ANY ADJOURNMENT THEREOF)

I/We (Note 1)

of

being the holder(s) of (Note 2)

shares

of HK$0.10 each in the capital of Zhuguang Holdings Group Company Limited (the "Company"), HEREBY APPOINT (Note 3) the Chairman of the Meeting or

of

to act as my/our proxy to attend the annual general meeting (the "Meeting") of the Company to be held at 2:15 p.m. on Wednesday, 12 June 2019 at Meeting Room No. 1, 19/F., Zhuguang Xincheng International Centre, Block B, No. 3 Qingyi Street, Race Course Road, Tianhe District, Guangzhou, The People's Republic of China and at any adjournment thereof and vote for my/our behalf on the resolutions as indicated below.

For (Note 4)

Against (Note 4)

1.

To receive and adopt the audited consolidated financial statements and the reports of the

directors and the auditor of the Company for the year ended 31 December 2018

2.

(i)

To re-elect Mr. Liao Tengjia as an executive director of the Company

(ii)

To re-elect Ms. Ye Lixia as an executive director of the Company

(iii)

To re-elect Dr. Feng Ke as an independent non-executive director of the Company

(iv)

To authorise the board of directors of the Company to fix the remuneration of the

directors of the Company

3.

To re-appoint Ernst & Young as the auditor of the Company and to authorise the board of

directors of the Company to fix their remuneration

4.

(i)

To pass the ordinary resolution numbered 4(i) set out in the notice of the Meeting

(ii)

To pass the ordinary resolution numbered 4(ii) set out in the notice of the Meeting

(iii)

To pass the ordinary resolution numbered 4(iii) set out in the notice of the Meeting

Dated this

day of

2019

Signature (Note 5):

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 proxy form will be deemed to relate to all the shares of the Company registered in your name(s).

3.If any proxy other than the Chairman of the Meeting is preferred, please strike out "the Chairman of the Meeting or" and insert the name and address of the proxy desired in the space provided. ANY ALTERATION MADE TO THIS PROXY FORM MUST BE INITIALLED BY THE PERSON(S) WHO SIGN(S) IT.

4.Please indicate with a "3" in the spaces opposite to the resolution how you wish the proxy to vote on your behalf. In the absence of any such indication, the proxy may vote for or against the resolution or may abstain 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.

5.This proxy form must be signed by the appointer or his/her attorney duly authorised in writing or, in the case of a corporation, must be under its common seal or under the hand of an officer or attorney duly authorised.

6.Where there are joint holders of any share of the Company, 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 will be determined by the order in which the names stand in the register of members of the Company.

7.A proxy need not be a member of the Company but must attend the Meeting in person to represent the member of the Company.

8.Completion and deposit of the proxy form will not preclude you from attending and voting in person at the Meeting or any adjourned Meeting if you so wish.

9.To be valid, this proxy form, 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, Tricor Abacus Limited, at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong, by 2:15 p.m. on Monday, 10 June 2019 or in any event not less than 48 hours before the time appointed for holding the Meeting or any adjournment of the Meeting.

10.References to time and dates in this instrument are to Hong Kong time and dates.

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 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. 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. Request for access to and/or correction of the relevant personal data can be made in accordance with the provisions of the Personal Data (Privacy) Ordinance and any such request should be in writing by mail to the Company/Tricor Abacus Limited at the above address.

* For identification purpose only

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Zhuguang Holdings Group Company Ltd. published this content on 29 April 2019 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 29 April 2019 09:32:14 UTC