I.T LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 999)

FORM OF PROXY FOR USE AT THE SPECIAL GENERAL MEETING ("SGM")

TO BE HELD ON FRIDAY, 16 APRIL 2021

I/We (Note 1)

of being the registered holder(s) ofshares (Note 2) of HK$0.10

each in the share capital of I.T Limited (the "Company"), HEREBY APPOINT THE CHAIRMAN OF THE SGM (Note 3) or of as my/our proxy to attend the SGM (or at any adjournment thereof) to be held at Basement 1, Regal Hongkong Hotel, 88 Yee Wo Street, Causeway Bay, Hong Kong on Friday, 16 April 2021 at 10:30 a.m. (Hong Kong time) (or immediately after the conclusion or adjournment of the Scheme Meeting) for the purposes of considering and, if thought fit, passing the resolutions as set out in the notice dated 22 March 2021 convening the SGM (the "Notice") and at such SGM (and at any adjournment thereof) to vote for me/ us and in my/our name(s) in respect of the resolutions as hereunder indicated, and if no such indication is given, as my/our proxy thinks fit.

Unless otherwise defined, capitalised terms used herein shall have the same meanings as those defined in the Notice.

SPECIAL RESOLUTION

FOR (Note 4)

AGAINST (Note 4)

1.

To approve any reduction of the issued share capital of the Company by the cancellation of the Scheme Shares.

ORDINARY RESOLUTIONS

FOR (Note 4)

AGAINST (Note 4)

2.

To approve:

  • (A) the contemporaneous maintenance of the issued share capital of the Company by the allotment and issue to the Offeror of such number of New Shares, credited as fully paid, as is equal to the number of the Scheme Shares cancelled;

  • (B) the application of the reserve created in the books of account of the Company as a result of the cancellation of the Scheme Shares in paying up in full at par the New Shares; and

  • (C) the authorisation of the directors of the Company to do all acts and things considered by them to be necessary or desirable in connection with the implementation of the Scheme.

3.

To approve the Joint Offeror Cooperation Arrangement.

Dated this

day of

2021

Signature(s) (Note 5):

Contact Phone Number:

Notes:

1. 2.

Full name(s) and address(s) to be inserted in BLOCK CAPITALS.

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.

If any proxy other than the Chairman of the SGM is preferred, strike out the words "THE CHAIRMAN OF THE SGM" 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 behalf at the SGM provided that if more than one proxy is so appointed, the appointment shall specify the number of shares in respect of which each such proxy is so appointed. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE SGM WILL ACT AS YOUR PROXY. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

4.

IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTIONS, TICK THE APPROPRIATE BOXES MARKED "FOR". IF YOU WISH TO VOTE AGAINST THE 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 SGM other than those referred to in the Notice.

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 executed under its common seal or under the hand of an officer or attorney or other person duly authorised.

6.

On a poll every member of the Company present in person or by proxy or, in the case of a member being a corporation, by its duly authorised representative, shall have one vote for every fully paid share of which he/she is the holder.

7.

In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, shall 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 such joint holding of the Shares.

8.

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 certified copy of that power or authority, must be deposited at the Company's Hong Kong Branch Share Registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not less than 48 hours before the time fixed for holding this SGM or any adjournment thereof.

9.

The proxy need not be a member of the Company but must attend the SGM in person to represent you.

  • 10. Completion and delivery of the form of proxy will not preclude you from attending and voting at the SGM if you so wish, and in such event, the form of proxy will be revoked by operation of law.

  • 11. In light of the continuing risks posed by the COVID-19 pandemic, the Company strongly advises Shareholders to appoint the Chairman of the SGM as their proxy to vote on the resolutions as an alternative to attending and voting at the SGM in person.

  • 12. The full text of the resolutions is set out in the Notice.

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 SGM (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 authorized 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's Hong Kong Branch Share Registrar at the above address.

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I.T Limited published this content on 21 March 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 21 March 2021 10:46:06 UTC.