Affluent Foundation Holdings Limited — Proxy Solicitation & Information Statement 2022

Jul 15, 2022

Affluent Foundation Holdings Limited 俊裕地基集團有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 1757)

FORM OF PROXY FOR THE 2022 ANNUAL GENERAL MEETING (THE “MEETING”)

I/We [(Note][1)]

of being the registered holder(s) of [(Note][2)] ordinary shares (the “ Shares Foundation Holdings Limited (the “ Company ”), HEREBY APPOINT the Chairman of the Meeting or [(Note][3)] of

ordinary shares (the “ Shares ”) of HK$0.01 each in the capital of Affluent

as my/our proxy to attend and vote for me/us and on my/our behalf at the Meeting to be held at the Function Room 1, 3/F, The Mira Hong Kong, 118–130 Nathan Road, Tsim Sha Tsui, Kowloon, Hong Kong on Wednesday, 10 August 2022 at 2:00 p.m. for the purpose of considering and, if thought fit, passing the following resolutions as set out in the notice convening the Meeting (“ Notice ”) as contained in the Company’s circular dated 15 July 2022 and at the Meeting to vote for me/us in my/our name(s) in respect of the resolutions as indicated below or, if no such indication is given, as my/our proxy thinks fit.

					ORDINARY RESOLUTIONS		FOR (Note 4)	FOR (Note 4)	AGAINST (Note 4)	AGAINST (Note 4)
	1.		To receive, consider and adopt the audited consolidated financial statements and the reports of
			the directors and independent auditors of the Company and			its subsidiaries for the year ended
			31 March 2022.
	2.		(i) To re-elect Mr. Ho Chi Wai as an independent non-executive director of the Company.
			(ii) To re-elect Mr. Lau Leong Ho as an independent non-executive director of the
			Company.
			(iii) To authorise the board (the “Board”) of directors (the “Directors”) of the Company to
			fix the remuneration of the Directors.
	3.		To re-appoint Grant Thornton Hong Kong Limited as independent auditors of the Company to
			hold office until the conclusion of next annual general meeting and to authorise the				Board to
			fix its remuneration.
	4.		To grant a general mandate		to the Directors to issue new Shares.
	5.		To grant a general mandate		to the Directors to repurchase Shares.
	6.		To extend the general mandate to issue new Shares by adding the number of Shares
			repurchased pursuant to	the general mandate granted by the resolution numbered			5 of the
			Notice.
					SPECIAL RESOLUTION		FOR (Note 4)		AGAINST (Note 4)
	7.		To consider and approve		the proposed amendments to the Memorandum and Articles of
			Association of the Company and approve the adoption of			the second amended and restated
			Memorandum and Articles of the Company as set out in resolution numbered 7 of the Notice.

• Please refer to the Notice for the full text of the resolutions.

Signature [(Notes][5][and][6)] :

Date:

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS . The name of all joint registered holders should be stated. A member of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy or more than one proxy (for member holding two or more shares) to attend and, on a poll, vote in his/her stead. A proxy need not be a member of the Company.

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 of the Meeting is preferred, strike out the words “the Chairman of the Meeting or” and insert the 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. The proxy needs not be a member of the Company but must attend the Meeting in person to represent you. 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 A RESOLUTION, PUT A TICK IN THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST A RESOLUTION, PUT A TICK IN THE BOX MARKED “AGAINST”. Failure to do so will entitle your proxy to vote or abstain from the voting at his/her discretion. Your proxy will also be entitled to vote 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 authorised in writing or, in case of a corporation, either under its common seal or under the hand of an officer, attorney or other person authorised.

6. In case of joint registered holders, this form of proxy may be signed by any joint holder, but if more than one joint holder is present at the Meeting, the vote of the senior holder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holders. 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. In order 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 certified copy of thereof, must be completed, signed and deposited at the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before (i.e. Monday, 8 August 2022 at 2:00 p.m.) the time appointed of the Meeting (or any adjournment thereof).

8. Completion and return of this form of proxy will not preclude you from attending and voting at the Meeting (or any adjournment thereof) if you so wish and in such event, the instrument appointing a proxy shall be deemed to have been revoked.

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 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 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 Personal Data (Privacy) Ordinance (Chapter 486 of the Laws of Hong Kong) and any such request should be in writing by mail to the Company/Tricor Investor Services Limited at the above address.