Analogue Holdings Limited — Proxy Solicitation & Information Statement 2021

Apr 22, 2021

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PROXY FORM

Proxy form for use by shareholders at the annual general meeting to be held on Tuesday, 22 June 2021 at 3:30 p.m. (or at any adjournment thereof)

I/We (note 1) of being the registered holder(s) of (note 2) shares (the “ Shares ”) of HK$0.01 each in the capital of Analogue Holdings Limited (the “ Company ”), HEREBY APPOINT (note 3) of

or failing him, the Chairman of the annual general meeting of the Company (the “ Meeting ”), as my/our proxy to attend on my/our behalf at the Meeting to be held at President’s Suite, World Trade Centre Club, 38th Floor, World Trade Centre, 280 Gloucester Road, Causeway Bay, Hong Kong on Tuesday, 22 June 2021 at 3:30 p.m. (or at any adjournment thereof) for the purpose of considering and, if thought fit, passing the resolutions as set out in the notice convening the Meeting and at the Meeting (or at any adjournment thereof) to vote for me/us on my/our behalf in respect of the resolutions as hereunder indicated or, if no such indication is given, as my/our proxy thinks fit.

	ORDINARY RESOLUTIONS*		FOR (note 4)	AGAINST (note 4)	AGAINST (note 4)
1.	To receive and adopt the audited consolidated financial statements of the Company and its subsidiaries
	and the reports of the directors (the “Directors”) and the auditor (the “Auditor”) of the Company for the
	year ended 31 December 2020.
2.	(a)To re-elect Mr. Law Wei Tak as Director.
	(b)To re-elect Mr. Chan Hoi Ming as Director.
	(c)To re-elect Mr. Lam Kin Fung, Jeffrey as Director.
	(d)To re-elect Mr. Wong King On, Samuel as Director.
	(e)To authorise the board of Directors to fix the Directors’ remuneration.
3.	To re-appoint Deloitte Touche Tohmatsu as the Auditor and authorise the board of Directors to fix the
	Auditor’s remuneration.
4.	To approve a general mandate to the Directors to issue Shares not exceeding 20% of the aggregate number
	of issued Shares as at the date of passing of this resolution.
5.	To approve a general mandate to the Directors to buy back Shares not exceeding 10% of the aggregate
	number of issued Shares as at the date of passing of this resolution.
6.	To extend the general mandate granted to the Directors to issue shares by the addition thereto the shares
	bought-back by the Company.

• The full text of each of the resolutions is set out in the notice of the Meeting.

Dated this day of 2021. Signature (note 5) :

Notes:

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

2. Please insert the number of Shares registered in your name(s). If no number is inserted, this proxy form will be deemed to relate to all the Shares registered in your name(s).

3. Please insert the name and address of the proxy desired. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE MEETING WILL ACT AS YOUR PROXY. ANY ALTERATION MADE TO THIS PROXY FORM MUST BE INITIALLED BY THE PERSON(S) WHO SIGN(S) IT.

4. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, PUT A TICK (“ � ”) IN THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, PUT A (“ � ”) IN THE BOX MARKED “AGAINST”. Failure to do so will entitle your proxy to cast his vote at your proxy’s discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the Meeting other than those referred to in the notice convening the Meeting.

5. This proxy form must be signed by you or your attorney duly authorised in writing or in the case of a corporation must be either under its seal or under the hand of an officer or attorney duly authorised in that behalf.

6. Where there are joint registered holders of any Shares, any one of such persons may vote at the Meeting, either personally or by proxy, in respect of such Shares as if he was solely entitled thereof, but if more than one of such joint holders be 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 Shares shall alone be entitled to vote in respect thereof.

7. In order to be valid, this proxy form, 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, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time fixed for holding the Meeting or at any adjournment thereof (as the case may be).

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 the proxy form will not preclude you from attending and voting at the Meeting if you so wish, but the authority of your proxy will be invalid forthwith. 10. References to time and dates in this instrument are to Hong Kong time and dates.

PERSONAL INFORMATION COLLECTION STATEMENT

• (i) “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 ”).

• (ii) Your supply of Personal Data to the Company is on a voluntary basis. Failure to provide sufficient information may result in the Company not being able to process your appointment of proxy and instructions.

• (iii) Your Personal Data may be disclosed or transferred by the Company to its subsidiaries, its share registrar, and/or other companies or bodies for any of the stated purposes, and retained for such period as may be necessary for the Company’s verification and record purpose. If it is required by law, your Personal Data may be disclosed or transferred by the Company, for example, in response to a court order or a law enforcement agency’s request.

• (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 addressed to the Personal Data Privacy Officer of Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong.