TYSAN HOLDINGS LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 687)

FORM OF PROXY FOR THE ANNUAL GENERAL MEETING

(the "Annual General Meeting")

TO BE HELD ON WEDNESDAY, 26 MAY 2021 AT 3:00 P.M.

(or any adjournment thereof)

I/We (Note 1) of

being the registered holder(s) of (Note 2)shares of HK$0.10 each in the capital of Tysan Holdings Limited (the "Company"), HEREBY APPOINT

of

or failing him/her, the Chairman of the Annual General Meeting (Note 3) as my/our proxy to attend the Annual General Meeting (or any adjournment thereof) of the Company to be held at Grand Ballroom 5, Level B, Hong Kong Ocean Park Marriott Hotel, 180 Wong Chuk Hang Road, Aberdeen, Hong Kong at 3:00 p.m. on Wednesday, 26 May 2021 and to vote for me/us and on my/our behalf in respect of the undermentioned resolutions (the "Resolutions") as indicated, and if no such indication is given, to vote in such a manner as my/our proxy thinks fit.

Ordinary Resolutions

For (Note 4)

Against (Note 4)

1.

To receive, consider and adopt the Audited Financial Statements and the Reports of the Directors and

Independent Auditors for the year ended 31 December 2020.

2.

To approve the re-election of Mr. Yuen Pak Man as a non-executive director of the Company.

3.

To approve the re-election of Ms. Gu Ye as a non-executive director of the Company.

4.

To approve the re-election of Ms. Hou Xiangjia as a non-executive director of the Company.

5.

To approve the re-election of Mr. Li Kit Chee as an independent non-executive director of the

Company.

6.

To authorize the board of directors of the Company (the "Board") to fix the remuneration of the

directors of the Company for the year ending 31 December 2021 and such amount be divided

amongst the Board in such proportions and in such manner as the Board may determine.

7.

To re-appoint Messrs. Ernst & Young as an independent auditors of the Company for the ensuing

year, and to authorize the Board to fix their remuneration.

8A.

To give a general mandate to the directors of the Company to repurchase fully paid up issued shares

of the Company as set out in paragraph 8A of the Notice of Annual General Meeting.

8B.

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

and other securities of the Company as set out in paragraph 8B of the Notice of Annual General

Meeting.

8C.

To extend the general mandate granted to the directors of the Company to allot, issue and deal with

additional shares in the share capital of the Company by a number not exceeding the number of the

shares repurchased by the Company pursuant to Ordinary Resolution number 8A.

Special Resolution

9.

To approve the proposed amendments to the existing bye-laws of the Company as set out in Appendix

III to the circular of the Company dated 15 April 2021 and the adoption of the bye-laws of the

Company containing all the proposed amendments in substitution for and to the exclusion of the

existing bye-laws of the Company with immediate effect after the close of the Annual General

Meeting.

Signature (Note 7):

Dated this

day of

2021.

Notes:

  1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS.
  2. Please insert the number of shares of HK$0.10 each in the Company 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 shares in the Company registered in your name(s).
  3. Any member (other than a Clearing House) entitled to attend and vote at the Annual General Meeting is entitled to appoint another person as his/her proxy to attend and vote instead of him/her. Please insert the name and address of the proxy desired in BLOCK CAPITALS in the space provided. IF NO NAME IS INSERTED, THE CHAIRMAN
    OF THE MEETING WILL ACT AS YOUR PROXY. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON(S) WHO SIGN(S) IT. A proxy needs not be a member of the Company.
  4. Please mark with a "" in the spaces opposite to each of the Resolutions under the column of "For" or "Against", as the case may be, to indicate how you wish the proxy to vote on your behalf. In the absence of any such indication, your proxy may vote for or against the Resolutions or any of them or may abstain at his/her discretion. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the Annual General Meeting other than those referred to in the Notice of Annual General Meeting.
  5. You are requested to lodge 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 thereof, at the branch share registrar of the Company in Hong Kong, Tricor Tengis Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not less than 48 hours (i.e. 3:00 p.m. on Monday, 24 May 2021) before the time appointed for holding the Annual General Meeting or any adjourned meeting thereof.
  6. In the case of joint holders of a share if more than one of such joint holders be present at the Annual General Meeting, 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 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 the joint holding.
  7. This form of proxy shall be in writing under the hand of the appointor or of his/her attorney duly authorised in writing or, if the appointor is a corporation, either under its seal or under the hand of an officer, attorney or other person duly authorised to sign the same.
  8. Completion and return of this form of proxy will not preclude you from personally attending and voting at the Annual General Meeting if you so wish. In the event that you do attend the Annual General Meeting, this form of proxy will automatically be deemed to have been revoked.
  9. Unless the context indicates or specifies otherwise, defined terms used in this form of proxy shall have the same meanings as are given to them in the Notice of Annual General Meeting and the Company's circular to the shareholders of the Company dated 15 April 2021.

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 Annual General Meeting (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 Tricor Tengis Limited at the above address.

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Tysan Holdings Ltd. published this content on 14 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 14 April 2021 09:32:02 UTC.