Dragon Rise Group Holdings Limited

龍 昇 集 團 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 6829)

REVISED FORM OF PROXY FOR USE AT THE ANNUAL GENERAL MEETING

(OR ANY ADJOURNMENT THEREOF)

I/We (note 1) of

being the registered holder(s) ofshares (note 2) of HK$0.01 each in the capital of Dragon

Rise Group Holdings Limited 龍昇集團控股有限公司 (the "Company"), HEREBY APPOINT THE CHAIRMAN OF THE MEETING or (note 3)

of

as my/our proxy to attend at the annual general meeting ("AGM") of the Company to be held at 30/F, Courtyard By Marriott, 1 On Ping Street, Shatin, New Territories, Hong Kong on Friday, 14 August 2020 at 10:00 a.m. (and at any adjournment thereof) and vote for me/us as indicated below (note 4).

ORDINARY RESOLUTIONS

FOR

AGAINST

1.

To receive, consider and approve the audited financial statements of the Company and the

reports of the directors and auditors of the Company for the year ended 31 March 2020

2.

(a)

To re-elect Mr. Lo Chi Wang as an independent non-executive director of the Company

(b)

To re-elect Mr. Chan Ka Yu as an independent non-executive director of the Company

(c)

To re-elect Mr. Lee Kwok Lun as an independent non-executive director of the

Company

(d)

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

Company

3.

To re-appoint Grant Thornton Hong Kong Limited as the auditor of the Company and to

authorise the board of directors to fix its remuneration

4.

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

shares

5.

To grant a general mandate to the directors of the Company to repurchase shares

6.

To extend the general mandate granted to the directors of the Company to issue new shares by

adding the number of shares repurchased by the Company

Dated

day of

2020

Signature(s):

Notes:

  1. Please insert full name(s) and address(es) in BLOCK CAPITALS.
  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 the name(s) of the holder appearing in this form of proxy.
  3. Please insert the name and address of the proxy. If no name is inserted, the chairman of the meeting will act as the proxy. A shareholder may appoint one or more proxies to attend, speak and vote in his/her stead at the meeting provided that each proxy is appointed to represent the respective number of shares held by the shareholder as specified in the relevant forms of proxy. The proxy does not need to be a shareholder of the Company.
  4. If you wish to vote for a resolution, tick () in the relevant box below marked "FOR". If you wish to vote against a resolution, tick () in the relevant box below marked "AGAINST". If you wish to use less than all your votes, or to cast some of your votes "FOR" and some of your votes "AGAINST" a particular resolution, you must write the number of votes in the relevant box(es). Failure to tick either box or write the number of votes in the box in respect of a resolution will entitle your proxy to cast your vote in respect of that resolution 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 of the AGM.
  5. This form of proxy must be signed by you or your agent duly authorised in writing or, in the case of a corporation, must either be executed under its common seal or be signed by an officer or agent duly authorised in writing.
  6. In the case of joint registered holders of any shares, any one of such persons may vote at the AGM, either personally or by proxy, in respect of such shares as if he/she were solely entitled thereto but the vote of the senior holder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the vote(s) of the other joint holders and, for this purpose, seniority shall be determined by the order in which the names stand in the Company's register of members in respect of the relevant joint holding.
  7. The full text of resolutions 4, 5 and 6 are set out in the notice of the AGM.
  8. To be valid, the completed form of proxy must be received by the Company's Hong Kong branch share registrar and transfer office (the "Branch Registrar"), Boardroom Share Registrars (HK) Limited, at 2103B, 21/F, 148 Electric Road, North Point, Hong Kong at least 48 hours before the time appointed for holding the AGM or any adjourned meeting (the "Deadline") (as the case may be). If a form of proxy is signed by an attorney of a shareholder who is not a corporation, the power of attorney or other authority under which it is signed or a certified copy of that power of attorney or authority (such certification to be made by either a notary public or a solicitor qualified to practice in Hong Kong) must be delivered to the Company's Hong Kong branch share registrar and transfer office together with the form of proxy.
  9. Important: If the shareholders of the Company have not yet lodged the original proxy form for the AGM (issued by the Company along with, among other things, the notice of the AGM dated 14 July 2020) (the "Original Form of Proxy") with the Branch Registrar, shareholders are requested to lodge only this revised form of proxy (the "Revised Form of Proxy").
    A shareholder who has lodged the Original Form of Proxy with the Branch Registrar should note that: (1) the duly completed Revised Form of Proxy will be treated as the valid form of proxy lodged by such shareholder; (2) if such shareholder fails to lodge the Revised Form of Proxy with the Branch Registrar, the lodged Original Form of Proxy, if duly completed, will remain effective and applicable to the extent permissible; and (3) any Revised Form of Proxy which is lodged with the Branch Registrar after the Deadline shall be invalid. The Original Form of Proxy previously lodged by such shareholder shall not be revoked.
  10. For the purposes of determining shareholders' eligibility to attend, speak and vote at the AGM (or at any adjournment of it), the register of members of the Company will be closed from 11 August 2020 to 14 August 2020 (both dates inclusive), during which period no transfer of shares of the Company will be registered. To be eligible to attend, speak and vote at the AGM (or at any adjournment of it), all properly completed transfer documents accompanied by the relevant share certificate must be lodged with the Branch Registrar at the above address for registration not later than 4:30 p.m. on 10 August 2020.
  11. Any alteration made to this form of proxy should be initialed by the person who signed the form.
  12. Completion and return of this form of proxy will not preclude you from attending and voting in person at the AGM or any adjourned meeting (as the case may be) if you so wish. If you attend and vote at the AGM, this form of proxy will be deemed to be revoked.

PERSONAL INFORMATION COLLECTION STATEMENT

  1. "Personal Data" in these statements has the same meaning as "personal data" in the Personal Data (Privacy) Ordinance, Chapter 486 of the Laws of Hong Kong (the "PDPO").
  2. Your supply of the Personal Data to the Company is on a voluntary basis and is used for processing your instructions and/or requests as stated in this form of proxy.
  3. Your Personal Data will not be transferred to other third parties (other than the Share Registrar of the Company) unless it is a requirement to so do by law, for example, in response to a court order or a law enforcement agency's request and will be retained for such period as may be necessary for our 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 should be in writing addressed to the Personal Data Privacy Officer of Boardroom Share Registrars (HK) Limited, 2103B, 21/F, 148 Electric Road, North Point, Hong Kong.

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Dragon Rise Group Holdings Ltd. published this content on 12 August 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 11 August 2020 22:27:20 UTC