GR PROPERTIES LIMITED

(Incorporated in Hong Kong with limited liability)

(Stock Code: 108)

PROXY FORM

FOR THE ANNUAL GENERAL MEETING TO BE HELD ON WEDNESDAY, 30 JUNE 2021

Form of proxy for use by shareholders at the Annual General Meeting (the "AGM") of GR Properties Limited (the "Company") to be held on Wednesday, 30 June 2021 at 10:30 a.m.

I/We (note a)

of

being the holder(s) of

(note b) ordinary shares of the Company hereby appoint the chairman of

the AGM or

of

to act as my/our proxy (note c) at the AGM to be held at 7/F., Wheelock House, 20 Pedder Street, Central, Hong Kong on Wednesday, 30 June 2021 at 10:30 a.m. or any adjournment thereof (as the case may be) and to vote on my/our behalf as directed below.

Please make a mark in the appropriate boxes to indicate how you wish your vote(s) to be cast on a poll (note d).

ORDINARY RESOLUTIONS*

FOR

AGAINST

1.

To receive and adopt the audited consolidated financial statements of the

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

of the Company (the "Directors") and the independent auditor thereon

2.

(a) To re-elect Mr. Wei Chunxian as an executive Director

(b) To re-elect Mr. Sun Zhongmin as an executive Director

(c) To re-elect Ms. Huang Fei as an executive Director

(d) To authorise the board of Directors to fix the Directors' remuneration

3.

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

the board of Directors to fix the auditor 's remuneration

4.

To grant a general mandate to the Directors to issue, allot and otherwise deal

with the Company's shares (the "Shares") as set out in item 4 of the notice of

the AGM

5.

To grant a general mandate to the Directors to repurchase the Shares as set out

in item 5 of the notice of the AGM

6.

To extend the general mandate granted to the Directors to allot, issue and

otherwise deal with the Shares as set out in item 6 of the notice of the AGM

* The full text of the above resolutions is set out in the notice of the AGM dated 29 April 2021.

Dated the

day of

2021

Shareholder's signature

(notes e, f, g and h)

Notes:

  1. Full name(s) and address (es) are to be inserted in BLOCK CAPITALS. The names of all joint holders should be stated.
  2. Please insert the number of ordinary shares registered in your name(s) to which this form of proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all the ordinary shares in the capital of the Company registered in your name(s).
  3. A proxy need not be a shareholder of the Company. If you wish to appoint a person other than the chairman of the AGM as your proxy, please delete the words "the chairman of the AGM or" and insert the name and address of the person appointed proxy in the spaces provided.
  4. If you wish to vote for any of the resolutions set out above, please tick ("") the boxes marked "For". If you wish to vote against any resolutions, please tick (" ") the boxes marked "Against". If this form is returned duly signed but without specific direction on any of the proposed resolutions, the proxy will vote or abstain at his discretion in respect of all resolutions; or if in respect of a particular proposed resolution there is no specific direction, the proxy will, in relation to that particular proposed resolution, vote or abstain at his discretion. A proxy will also be entitled to vote at his discretion on any resolution properly put to the AGM other than those set out in the notice convening the AGM.
  5. In the case of joint holders of a share, this form of proxy may be signed by any joint holder, but if more than one of such joint holder is present at the AGM, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the register of members in respect of the joint holding.
  6. The form of proxy must be signed by a shareholder, or his attorney duly authorised in writing, or if the shareholder is a corporation, either under its common seal or under the hand of an officer, attorney or other person authorised to sign the same.
  7. To be valid, this form of proxy together with any power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power or authority, must be deposited at the office of the Company's share registrar, Tricor Standard Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not later than 48 hours before the time of the AGM or any adjournment thereof (as the case may be). In calculating the aforementioned notice period, no account is to be taken of any part of a day that is a public holiday.
  8. Any alteration made to this form should be initialled by the person who signs the form.
  9. Delivery of this form of proxy shall not preclude a shareholder from attending and voting in person at the AGM and in such event, the form of proxy shall be deemed to be revoked.

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 AGM (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 Tricor Standard Limited at the above address.

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GR Properties 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 09:24:02 UTC.