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

Jul 24, 2025

A&S

A & S GROUP (HOLDINGS) LIMITED

亞洲實業集團(控股)有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1737)

FORM OF PROXY FOR THE ANNUAL GENERAL MEETING

TO BE HELD ON 15 SEPTEMBER 2025

(OR AT ANY ADJOURNMENT THEREOF)

I/We (note 1), _____________ of

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being the registered holder(s) of (note 2) _________, share(s) with a par value of HK$0.01 each in the capital of A & S Group (Holdings) Limited (the “Company”) hereby appoint the chairman of the annual general meeting of the Company, or (note 3) ___________, of

my/our proxy to attend and vote for me/us and on my/our behalf at the annual general meeting of the Company (the “AGM”) to be held at 10/F., United Centre, 95 Queensway, Admiralty, Hong Kong on Monday, 15 September 2025 at 3:00 p.m. and at any adjournment thereof for the purpose of considering and, if thought fit, passing the ordinary resolutions as set out in the notice convening the AGM as indicated below or if no such indication is given, as my/our proxy thinks fit and in respect of any other business that may properly come before the AGM and/or at any adjournment thereof:

ORDINARY RESOLUTIONS (note 4)		FOR (note 5)	AGAINST (note 5)
1.	To receive, consider and adopt the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors of the Company (the “Directors”) and the auditor of the Company for the year ended 31 March 2025.
2.	To re-appoint HLB Hodgson Impey Cheng Limited as the auditor of the Company and to authorise the board of Directors of the Company to fix its remuneration.
3.	(a) To re-elect Mr. Law Kwok Ho Simon as an executive Director;
	(b) To re-elect Mr. Chiu Tat Ting Albert as an executive Director; and
	(c) To re-elect Mr. Iu Tak Meng Teddy as an independent non-executive Director.
4.	To authorise the board of Directors to fix the remuneration of the Directors.
5.	To grant a general mandate granted to the Directors to allot, issue and deal with additional shares (including any sale and transfer of treasury shares) not exceeding 20% of the issued share capital of the Company (excluding treasury shares) as at the date of passing this resolution.
6.	To grant a general mandate to the Directors to repurchase shares not exceeding 10% of the issued share capital of the Company (excluding treasury shares) as at the date of passing this resolution.
7.	To extend the general mandate granted to the Directors to allot, issue and deal with additional shares in the share capital of the Company by an amount not exceeding the amount of the shares repurchased by the Company.
SPECIAL RESOLUTIONS (note 6)		FOR (note 5)	AGAINST (note 5)
8.	To approve the proposed amendments (the “Proposed Amendments”) to the existing second amended and restated memorandum of association and articles of association of the Company (the “Existing Memorandum and Articles of Association”) and the adoption of the third amended and restated memorandum of association and articles of association of the Company (the “New Memorandum and Articles of Association”), all set out in the Appendix III of the circular of the Company dated 24 July 2025, in substitution for and to the exclusion of the Existing Memorandum and Articles of Association respectively with immediate effect upon the conclusion of the AGM; and authorise any one Director or company secretary of the Company to do all things necessary to implement the Proposed Amendments and the adoption of the New Memorandum and Articles of Association.

Dated this _________ day of ___________ 2025

Signature (note 6): _____________

Notes:

1. Full name(s) and address(es) must be inserted in BLOCK CAPITALS.
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 relate to all the shares of the Company registered in your name(s).
3. If any proxy other than the chairman is preferred, please strike out “the chairman of the annual general meeting of the Company, or” 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(S) WHO SIGN(S) IT.
4. The description of these resolutions is by way of summary only. The full text appears in the notice convening the AGM.
5. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION(S), TICK THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST THE RESOLUTION(S), TICK THE BOX MARKED “AGAINST”. Failure to tick either box will entitle your proxy to cast your vote or abstain at his discretion. Your proxy will also be entitled to vote or abstain at his discretion on any resolution properly put to the AGM and/or at any adjournment thereof other than those referred to in the notice convening the AGM.
6. This form of proxy shall be in writing under the hand of appointor or of his 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 authorised to sign the same. In the case of this form of proxy purporting to be signed on behalf of a corporation by an officer thereof it shall be assumed, unless the contrary appears, that such officer was duly authorised to sign this form on behalf of the corporation without further evidence of the fact.
7. Any member entitled to attend and vote at the meeting of the Company is entitled to appoint another person as his proxy to attend and vote instead of him. A member may appoint a proxy in respect of part only of his holding of shares in the Company. A proxy need not be a member of Company.
8. This form of proxy and (if required by the board of directors of the Company) the power of attorney or other authority (if any) under which it is signed, or a certified copy of such power or authority, shall be delivered to the office of the Hong Kong branch share registrar and transfer office of the Company, Tricor Investor Services Limited, at 17/F. Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than forty-eight (48) hours before the time appointed for holding the meeting or adjourned meeting at which the person named in this form proposes to vote or, in the case of a poll taken subsequently to the date of the meeting or adjourned meeting, not less than forth-eight (48) hours before the time appointed for the taking of the poll and in default this form of proxy shall not be treated as valid.
9. Delivery of this form of proxy shall not preclude a member from attending and voting in person at the meeting convened and in such event, this form of proxy shall be deemed to be revoked.
10. Where there are joint holders of any share any one of such joint holders may vote, either in person or by proxy, in respect of each share as if he were solely entitled thereto, but if more than one of such joint holders be present at the 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 holders, and for this purpose seniority shall be determined by the order in which the names stand first in the register of members of the Company in respect of the joint holding.
11. The notice of the AGM is set out in the Company's circular dated 24 July 2025.

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 of the Company (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 fulfill 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 Date (Privacy) Ordinance and any such request should be in writing by mail to the Company/ Tricor Investor Services Limited at the above address.