Grown Up Group Investment Holdings Limited

植華集團投資控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1842)

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 Grown Up Group Investment Holdings Limited 植華集團投資控股有限公司 (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 Flat D, 7/F, Block 2, Tai Ping Industrial Centre, 55 Ting Kok Road, Tai Po, New Territories, Hong Kong on Friday, 25 June 2021 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 and adopt the financial statements of the Company and the reports of the

directors and auditors of the Company for the year ended 31 December 2020

2.

(a)

To re-elect Mr. Tang Tin Lok Stephen as an independent non-executive director of the

Company

(b)

To re-elect Mr. Lau Ning Wa Ricky as an independent non-executive director of the

Company

(c)

To re-elect Mr. Wong Kai Hing 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 to hold

office until the conclusion of the next general meeting of the Company and to authorise the

board of directors to fix its remuneration for the year ending 31 December 2021

4.

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

shares of the Company

5.

To grant a general mandate to the directors of the Company to buy back shares of the

Company

6.

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

by adding the number of shares bought back by the Company

Dated

day of

2021

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, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong at least 48 hours (i.e. 10:00 a.m. on Wednesday, 23 June 2021) before the time appointed for holding the AGM or any adjourned meeting (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. Any alteration made to this form of proxy should be initialed by the person who signed the form.
  10. 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.

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Grown Up Group Investment Holdings Ltd. published this content on 28 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 28 April 2021 11:19:01 UTC.