Accel Group Holdings Limited — Proxy Solicitation & Information Statement 2024

Jul 25, 2024

ACCEL GROUP HOLDINGS LIMITED 高陞集團控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 1283)

FORM OF PROXY FOR USE AT THE ANNUAL GENERAL MEETING TO BE HELD ON TUESDAY, 10 SEPTEMBER 2024 OR AT THE ADJOURNMENT THEREOF

I/We [(Note][a)] , of being the registered holder(s) of [(Note][b)] shares (the “ Share(s) ”) of HK$0.01 each of Accel Group Holdings Limited (the “ Company ”), hereby appoint the chairman of the meeting or of

to act as my/our proxy [(Note][c)] at the annual general meeting of the Company (the “ 2024 AGM ”) to be held at Unit A, 19/F, TML Tower, No. 3 Hoi Shing Road, Tsuen Wan, New Territories, Hong Kong on Tuesday, 10 September 2024 at 4:30 p.m. and at the adjournment thereof and to vote on my/our behalf as indicated below.

Please make a tick (“✔”) in the appropriate boxes to indicate how you wish your vote(s) to be cast [(Note][d)] .

		ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS		FOR	AGAINST
	1.	To consider and adopt the audited		consolidated financial		statements of the
		Company and its subsidiaries and the reports of the directors and independent
		auditor of the Company for the year		ended 31 March 2024		(the “Year”).
	2.	To approve the payment of a final dividend of HK1.3 cents per Share for the
		Year.
	3.	(a) To re-elect Mr. Ko Angus Chun Kit as a non-executive director of the
		Company.
		(b) To re-elect Ms. Tse Ka Wing as		an	independent non-executive director of
		the Company.
	4.	To authorise the board of directors of the Company to fix the remuneration of
		the directors of the Company for the year ending 31 March				2025.
	5.	To re-appoint Deloitte Touche Tohmatsu as the independent auditor of the
		Company and authorise the board		of	directors of the Company to fix its
		remuneration.
	6.	To grant a general mandate to the directors of the Company				to allot, issue and
		deal with additional Shares not	exceeding 20% of the aggregate number of
		the issued Shares as at the date	of the		passing of this resolution (the “Issue
		Mandate”).*
	7.	To grant a general mandate to the		directors of the Company to repurchase
		Shares not exceeding 10% of the aggregate number of the issued Shares as at
		the date of the passing of this resolution.*
	8.	Conditional upon the passing of	resolutions numbered 6 and 7, to extend the
		Issue Mandate by the number of	Shares repurchased by the			Company.*

• For the full text of the proposed resolutions, please refer to the notice as contained in the Company’s circular dated 26 July 2024.

(Notes e and f)

Shareholder’s Signature(s)

Dated this

day of

2024

Notes:

• a. Full name(s) and address(es) are to be inserted in BLOCK CAPITALS . The names of all joint registered holders should be stated.

• b. 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 in the capital of the Company registered in your name(s).

• c. A proxy need not be a shareholder of the Company. If you wish to appoint a person other than the chairman of the 2024 AGM as your proxy, please delete the words “the chairman of the meeting or” and insert the name and address of the person appointed as proxy in the space provided.

• d. If you wish to vote for any of the resolutions set out above, please tick (“✔”) the boxes marked “FOR”. If you wish to vote against any resolutions, please tick (“✔”) the boxes marked “AGAINST”. If this form returned is duly signed but without specific direction on any of the proposed resolutions, the proxy will vote or abstain at his/her discretion in respect of all resolutions; or if in respect of a particular proposed resolution there is no specific direction, the proxy will, in relation to that particular proposed resolution, vote or abstain at his/her discretion. A proxy will also be entitled to vote at his/her discretion on any resolution properly put to the 2024 AGM other than those set out in the notice convening the 2024 AGM.

• e. In the case of a joint holding, this form of proxy may be signed by any joint holder, but if more than one joint holder is present at the 2024 AGM, whether in person or by proxy, that one of the joint holders so present whose name stands first on the register of members in respect of the relevant joint holding shall alone be entitled to vote in respect thereof.

• f. The form of proxy must be signed by a shareholder of the Company, or his/her attorney duly authorised in writing, or if the shareholder is a corporation, either under its common seal or under the hand of an officer or attorney duly authorised.

• g. To be valid, this form of proxy together with any power of attorney or other authority (if any) under which it is signed or a notarially 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 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than 48 hours before the time appointed for holding the 2024 AGM (i.e. Sunday, 8 September 2024 at 4:30 p.m.) or any adjourned meeting.

• h. Any alteration made to this form should be initialled by the person who signs the form.

• i. Completion and return of this form of proxy will not preclude you from attending and voting in person at the 2024 AGM or any adjournment thereof if you so wish and in such event, the instrument appointing the proxy shall be deemed to have been revoked.

PERSONAL INFORMATION COLLECTION STATEMENT

“Personal Data” in these statements has the same meaning as “personal data” in the Personal Data (Privacy) Ordinance, Chapter 486 of the Laws of Hong Kong (the “ PDPO ”).

The 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 2024 AGM (the “ Purposes ”). The Company may transfer your and your proxy’s (or proxies’) name(s) and address(es) to its agent, contractor, or third party service provider who provides administrative, computer and other services to it 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 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 PDPO and any such request should be in writing by mail to Tricor Investor Services Limited at the above address.