A & S Group (Holdings) Limited — Proxy Solicitation & Information Statement 2025

Jun 12, 2025

le saunda holdings ltd.

莱爾斯丹控股有限公司*

(incorporated in Bermuda with limited liability)

(Stock Code: 00738)

Form of proxy for use at the Annual General Meeting (or any adjournment thereof)

I/We¹

of

being the registered holder(s) of²

ordinary share(s) (“Share(s)”) of HK$0.10 each in the capital of Le Saunda Holdings Limited (the “Company”) HEREBY APPOINT the chairman (“Chairman”) of the annual general meeting (“Meeting”) of the Company, or³

of

to act as my/our proxy to attend and vote for me/us at the Meeting to be held at Hong Kong General Chamber of Commerce, Theatre A, 22nd Floor, United Centre, 95 Queensway, Admiralty, Hong Kong on Monday, 14 July 2025 at 10:30 a.m. (or at any adjournment thereof) on the resolutions set out in the notice¹⁰ convening the Meeting (“Notice”) as indicated below, and, if no such indication is given, as my/our proxy thinks fit.

ORDINARY RESOLUTIONS		FOR⁴	AGAINST⁴
1.	To receive and adopt the audited consolidated financial statements and the reports of the directors (“Directors”) and auditor of the Company for the year ended 28 February 2025.
2.	(1) To re-elect Mr. James Ngai as a non-executive Director.
	(2) To re-elect Mr. Leung Wai Ki, George as an independent non-executive Director.
	(3) To authorize the board of Directors (“Board”) to appoint any person as a Director either to fill a casual vacancy or as an addition to the existing Board.
	(4) To authorize the Board to fix the Directors’ remuneration.
3.	To re-appoint PricewaterhouseCoopers as auditor of the Company and to authorize the Board to fix its remuneration.
4.	Resolution No. 4 as set out in the Notice (To grant a general mandate to the Directors to issue additional Shares not exceeding 20% of the total issued Shares)⁸.
5.	Resolution No. 5 as set out in the Notice (To grant a general mandate to the Directors to repurchase Shares not exceeding 10% of the total issued Shares)⁸.
6.	Resolution No. 6 as set out in the Notice (To extend the general mandate granted to the Directors for the issuance of additional Shares equal to the number of Shares repurchased under Resolution No. 5)⁸.

⁸ The full text of the above resolutions is set out in the Notice, which is included in the circular of the Company dated 12 June 2025.

Dated this __ day of __ 2025

Signature(s)⁵ _________

Notes:

1. Full name(s) and address(es) are to be inserted in BLOCK CAPITALS.
2. Please insert the number of Shares registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all the Shares registered in your name(s).
3. If any proxy other than the Chairman is appointed, please delete the words “the chairman (“Chairman”) of the annual general meeting (“Meeting”) of the Company, or” and insert in BLOCK capitals the full name and address of the proxy desired 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 WHO SIGNS IT.
4. IMPORTANT: IF YOU WISH YOUR PROXY TO VOTE FOR ANY PARTICULAR RESOLUTION, PLEASE TICK IN THE BOX MARKED “FOR”. IF YOU WISH YOUR PROXY TO VOTE AGAINST ANY PARTICULAR RESOLUTION, PLEASE TICK THE BOX MARKED “AGAINST”. Failure to tick any or all the boxes will entitle your proxy to cast his/her vote or abstain from voting at his/her discretion. Your proxy will also be entitled to vote or abstain at his/her discretion on any resolution properly put to the Meeting other than those referred to in the Notice.
5. This form of proxy must be signed by you or your attorney duly authorized in writing or, in the case of a corporation, must be either executed under its common seal or under the hand of any officer or attorney or other person duly authorized to sign the same.
6. Where there are joint registered holders of any Share(s), any one of such persons may vote at the Meeting, either personally or by proxy, in respect of such Share(s) as if he/she was solely entitled thereto, but if more than one of such joint holders are present at the Meeting, personally or by proxy, that one of the said persons so present whose name stands first on the register of members in respect of such Share(s) shall alone be entitled to vote in respect thereof.
7. 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 certified copy thereof must be lodged with the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong in any event not less than 48 hours before the time appointed for holding the Meeting (i.e. before 10:30 a.m. on Saturday, 12 July 2025 (Hong Kong time)) or any adjournment thereof.
8. The proxy need not be a member of the Company but must attend the Meeting in person to represent you.
9. Completion and delivery of this form of proxy will not preclude you from attending and voting at the Meeting if you so wish. In the event that you attend the Meeting after having lodged this form of proxy with the Company’s Hong Kong branch share registrar, this form of proxy shall be deemed to have been revoked.
10. Notice of the Meeting dated 12 June 2025 is set out in the circular of the Company dated 12 June 2025 sent to shareholders of the Company.

11. The Chairman will demand a poll on each of the above resolutions at the Meeting. On a poll, every shareholders of the Company present in person or by proxy or (being a corporation) is represented by proxy shall have one vote for every Share held by him/her. The results of the poll will be published on the websites of The Stock Exchange Hong Kong Limited and the Company following the Meeting.

12. For identification purposes only

PERSONAL INFORMATION COLLECTION STATEMENT

(i) “Personal Data” in this statement has the same meaning as “personal data” in the Personal Data (Privacy) Ordinance, Chapter 486 of the Laws of Hong Kong (“PDPO”).
(ii) Your Personal Data is supplied to the Company on a voluntary basis. Failure to provide sufficient information may render the Company not able to process your instructions and/or request as stated in this proxy form.
(iii) Your Personal Data may be disclosed or transferred by the Company to its subsidiaries, the share registrar, and/or other companies or bodies for any of the stated purposes, and retained for such period as may be necessary for verification and record purposes.
(iv) You have the right to request access to and/or correction of your Personal Data in accordance with the provisions of the PDPO. Any such request for access to and/or correction of your Personal Data should be in writing and sent to the Company/ Computershare Hong Kong Investor Services Limited.