ZHONGZHENG INTERNATIONAL COMPANY LIMITED

中 證 國 際 有 限 公 司

(formerly known as eForce Holdings Limited 意科控股有限公司*)

(Incorporated in Bermuda with limited liability)

(Stock code: 943)

PROXY FORM FOR USE AT THE ANNUAL GENERAL MEETING TO BE HELD ON

MONDAY, 31 MAY 2021 AT 11:30 A.M. OR ANY ADJOURNMENT THEREOF

I/We (1) of

being the registered holder(s) of

share(s) (2) of HK$0.00004 each in the share capital of

Zhongzheng International Company Limited (the "Company"), HEREBY APPOINT (3) of

or failing him/her, the Chairman of the meeting, as my/our proxy to vote and act for me/us at the annual general meeting of the Company (the "AGM") (or any adjournment thereof), to be held on Monday, 31 May 2021 at 11:30 a.m., at Suite 3008, Man Yee Building, 68 Des Voeux Road Central, Central, Hong Kong for the purpose of considering and, if thought fit, passing the ordinary resolutions set out in the notice dated 27 April 2021 convening the AGM (the "Notice") and at the AGM (or at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of the ordinary resolutions as indicated below (4).

ORDINARY RESOLUTIONS

FOR(4)

AGAINST(4)

1.

To receive and adopt the Audited Financial Statements, the Report of the Directors and

the Independent Auditor's Report for the year ended 31 December 2020.

2.

(a) To re-elect Mr. Leung Chung Shan as a Director of the Company.

(b) To re-elect Mr. Li Hon Kuen as a Director of the Company.

(c) To re-elect Mr. Hau Chi Kit as a Director of the Company.

(d) To re-elect Mr. Gao Yuxiang as a Director of the Company.

3.

To authorise the Board to fix the Directors' remuneration.

4.

To re-appoint ZHONGHUI ANDA CPA Limited as the Auditor and to authorise the

Directors to fix its remuneration.

5.

To approve the granting to the Directors the general and unconditional mandate to

repurchase shares in the capital of the Company up to 10% of the aggregate number of

issued shares of the Company.

6.

To approve the granting to the Directors the general and unconditional mandate to allot,

issue and deal with new shares not exceeding 20% of the aggregate number of issued

shares of the Company.

7.

To approve the extension of the authority granted to the Directors by Resolution no. 6

above by adding the aggregate number of shares of the Company repurchased pursuant

to the authority granted to the Directors by Resolution no. 5 above.

Signature(s) (5)

Date

2021

Notes:

  1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS. The names of all joint holders should be stated.
  2. Please insert the number of shares registered in your name(s) to which the proxy relates. If no number is inserted, this form of proxy will be deemed to related to all the shares in the Company registered in your name(s). If more than one proxy is appointed, the number of shares in respect of which each such proxy so appointed must be specified.
  3. If any proxy other than the Chairman is preferred, strike out the words "or failing him or her, the Chairman of the meeting" and insert the name and address of the proxy desired in the space provided. 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 RESOLUTION, TICK THE APPROPRIATE BOX MARKED "FOR". IF YOU WISH TO VOTE AGAINST THE RESOLUTION, TICK THE APPROPRIATE BOX MARKED "AGAINST". Failure to tick any box will entitle your proxy to cast his vote at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution(s) properly put to the AGM other than those referred to in the Notice convening the AGM.
  5. This form of proxy shall be in writing under the hand of the appointer or his attorney duly authorized in writing or, if the appointer is a corporation, either under its seal or under the hand of an officer, attorney or other person authorized to sign the same.
  6. Any shareholder entitled to attend and vote at the AGM shall be entitled to appoint another person as his/her proxy to attend and vote on behalf of him/her. A shareholder who is the holder of two or more shares may appoint more than one proxy to represent him/her and vote on his/her behalf. A proxy need not to be a shareholder of the Company.
  7. In order to be valid, this form of proxy together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy thereof, must be deposited at the Company's branch share registrar and transfer office in Hong Kong, Union Registrars Limited at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King's Road, North Point, Hong Kong not less than 48 hours before the time appointed for the AGM (or any adjournment thereof).
  8. Completion and 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 instrument appoint a proxy shall be deemed to be revoked.
  9. Where there are joint holders of any shares, any one of such joint holder may vote, either in person or by proxy in respect of such shares as if he/she were solely entitled hereto; but if more than one of such joint holders be 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 of the Company.
  10. Any voting at the AGM shall be taken by poll.
  • For identification purpose only

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eForce Holdings Limited published this content on 26 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 26 April 2021 08:41:01 UTC.