Aowei Holding Limited — Proxy Solicitation & Information Statement 2025

Apr 25, 2025

國際控股

AOWEI HOLDING LIMITED

AOWEI HOLDING LIMITED

奧威控股有限公司

(incorporated in the British Virgin Islands and continued in the Cayman Islands with limited liability)

(Stock Code: 1370)

FORM OF PROXY FOR USE AT THE ANNUAL GENERAL MEETING

(OR AT ANY ADJOURNMENT THEREOF)

I/We (note 1)

of

being the registered holder(s) of (note 2) _________ ordinary share(s) of HK$0.0001 each in the capital of Aowei Holding Limited

(the "Company") hereby appoint the Chairman of the annual general meeting of the Company or (note 3)

of

as my/our proxy to attend and vote for me/us and on my/our behalf at the annual general meeting of the Company (the "Meeting") to be held on Friday, 23 May 2025 at 10:00 a.m. at Meeting Room, Ritan Club, A1 Ritan East Road, Chaoyang District, Beijing 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 Meeting 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 Meeting 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 accounts and reports of the directors and auditors of the Company and its subsidiaries for the year ended 31 December 2024.
2.	(a) To re-elect Mr. Li Yanjun as an executive director of the Company.
	(b) To re-elect Mr. Sun Tao as an executive director of the Company.
	(c) To re-elect Ms. Chen Lixian as an executive director of the Company.
	(d) To re-elect Mr. Ge Xinjian as an independent non-executive director of the Company (he has served as an independent non-executive director for over nine years).
	(e) To authorize the Board of the Company to determine the remuneration of directors of the Company.
3.	To re-appoint Asian Alliance (HK) CPA as auditors of the Company and to authorise the board of directors of the Company to fix their remuneration.
4.	To grant a general mandate to the directors of the Company to allot, issue and deal with additional shares of the Company and/or to sell or transfer treasury shares of the Company not exceeding 20% of the issued share capital (excluding treasury shares) of the Company as at the date of passing this resolution.
5.	To grant a general mandate to the directors of the Company to buy back shares not exceeding 10% of the issued share capital (excluding treasury shares) of the Company as at the date of passing this resolution.
6.	To extend the general mandate granted to the directors of the Company 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 bought back by the Company.

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 in the capital 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 SIGNS IT.
4. The description of these resolutions is by way of summary only. The full text appears in the notice convening the Meeting.
5. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION, TICK THE BOX MARKED "FOR". IF YOU WISH TO VOTE AGAINST THE RESOLUTION, TICK THE BOX MARKED "AGAINST". Failure to tick either box will entitle your proxy to cast your vote or abstain 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 and/or at any adjournment thereof other than those referred to in the notice convening the Meeting.
6. This form of proxy shall be in writing under the hand of the appointor or of his/her 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 is entitled to appoint another person as his/her proxy to attend and vote instead of him/her. A member may appoint a proxy in respect of part only of his/her holding of shares in the Company. A proxy need not be a member of the 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, Computersshare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, 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 forty-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 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 in the register of members of the Company in respect of the joint holding.
11. The notice convening the Meeting is set out in the Company's circular dated 25 April 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 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 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. You/your proxy (or proxies) has/have the right to request access to and/or correction of the relevant personal data in accordance with the provisions of the Personal Data (Privacy) Ordinance and any such request should be in writing by mail to Computersshare Hong Kong Investor Services Limited at the above address.