(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2182)

FORM OF PROXY

FOR USE AT THE ANNUAL GENERAL MEETING HELD ON 28 MAY 2021

I/We (Note 1) of

being the registered holder(s) of (Note 2)

shares of HK$0.10

each in the capital of Tian Chang Group Holdings Ltd. (the

"Company"), HEREBY APPOINT (Note 3) the Chairman of the Meeting

or

of

as my/our proxy to attend and to vote for me/us and on my/our behalf at the annual general meeting (the "Meeting") (or at any adjournment thereof) of the Company to be held at 9/F Event Space, The Wave, 4 Hing Yip Street, Kwun Tong, Kowloon, Hong Kong on Friday, 28 May 2021 at 11:00 a.m. for the purposes of considering and, if thought fit, passing the resolutions set out in the notice of Meeting (the "Notice") and at such meeting (or at any adjournment thereof) to vote for me/us and in the event of a poll to vote for me/us and in my/our name(s) as indicated below or, if no such indication is given, as my/our proxy thinks fit.

RESOLUTIONS

FOR (Note 4)

AGAINST (Note 4)

1.

To receive and consider the audited consolidated financial statements of the Company

and its subsidiaries together with the reports of the directors and auditor of the

Company thereon for the year ended 31 December 2020.

2.

(a)

To re-elect Ms. Chan Yin Yan as an executive director of the Company.

(b)

To re-elect Mr. Chan Bing Kai as an independent non-executive director of the

Company.

(c)

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

3.

To re-appoint Tandem (HK) CPA Limited as the auditor of the Company and authorise

the board of directors to fix its remuneration.

4.

To declare and approve a final dividend of HK1.5 cents per Share for the year ended

31 December 2020.

5.

To adopt ordinary resolution no. 5 as set out in the Notice (to give a general mandate

to the directors to issue shares in the Company).

6.

To adopt ordinary resolution no. 6 as set out in the Notice (to give a general mandate

to the directors to repurchase shares in the Company).

7.

To adopt ordinary resolution no. 7 as set out in the Notice (to extend the general

mandate to the directors to issue shares in the Company).

Signature (Note 7)

Date:

2021

Notes:

  1. Full name(s) and address(es) to be insert in BLOCK CAPITALS. The names of all joint shareholders should be stated.
  2. Please insert the number of shares registered in your name(s). If no number is inserted, this proxy form ("Proxy Form") will be deemed to relate to all the shares in the capital of the Company registered in your name(s).
  3. If any proxy other than the Chairman is preferred, strike out the words "the Chairman of the Meeting or" and insert the name and address of the proxy desired. 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 a resolution, tick in the relevant box marked "FOR". If you wish to vote against the resolution, tick in the box marked "AGAINST". Failure to tick a box will entitle your proxy, at his discretion, to cast your vote in respect of such resolution or abstain from voting. Your proxy will also be entitled to vote at his discretion on any resolutions properly put to the Meeting other than those referred to in the Notice.
  5. To be valid, this form of proxy, duly signed, together with the power of attorney or other authority (if any) under which it is signed or a certified copy of such power or authority, must be deposited at the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong (the "Share Registrar") not less than 48 hours before the time appointed for holding the Meeting or any adjournment thereof.
  6. In the case of joint shareholders, any one of such joint shareholders may vote at the Meeting, either personally or by proxy, in respect of such share as if he were solely entitled thereto, but if more than one of such joint shareholders are present at the Meeting personally or by proxy, that one of the said persons whose name stands first in the register of members of the Company in respect of the relevant share shall alone be entitled to vote in respect thereof. Only one of the joint shareholders need to sign.
  7. This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must either be executed under seal or under the hand of an officer or attorney duly authorised in writing.
  8. The proxy need not be a member of the Company but must attend the Meeting in person to represent you. Completion and deposit of the form of proxy will not preclude you from attending and voting at the Meeting if you so wish.

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Tian Chang Group Holdings Ltd. published this content on 27 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 27 April 2021 08:58:01 UTC.