Automated Systems Holdings Limited — Proxy Solicitation & Information Statement 2024

Apr 16, 2024

China Medical & HealthCare Group Limited

(Incorporated in Bermuda with limited liability)

(Stock Code: 383)

PROXY FORM FOR ANNUAL GENERAL MEETING

I/We [(Note][1)] of being the registered holder(s) of [(Note][2)] share(s) of HK$0.01 each in the capital of China Medical & HealthCare Group Limited (the “Company”), HEREBY APPOINT of or (Note 3) THE CHAIRMAN OF THE MEETING as my/our proxy to act for me/us and on my/our behalf at the Annual General Meeting (“Meeting”) to be held at Plaza 1-2, Basement 3, Novotel Century Hong Kong, 238 Jaffe Road, Wanchai, Hong Kong on Monday, 20 May 2024 at 11:00 a.m. for the purpose of considering and, if thought fit, passing the resolutions (with or without amendments) as set out in the notice convening the Meeting (“Notice”) and at such Meeting (or at any adjournment or postponement thereof) to vote for me/us and in my/our name(s) in respect of the resolutions as hereunder indicated, or if no indication is given, as my/our proxy thinks fit.

						ORDINARY RESOLUTIONS		FOR (Note 4)	FOR (Note 4)	AGAINST	(Note 4)
	1.		To		receive and adopt the Audited Financial Statements and the Reports of the Directors and the Auditor for the year ended
			31		December 2023.
	2.		(i)			(a) To re-elect Mr. Lee Seng Hui as director.
						(b) To re-elect Mr. Guo Meibao as director.
						(c) To re-elect Mr. Zhou Haiying as director.
						(d) To re-elect Mr. Mark Wong Tai Chun as director.
						(e) To re-elect Ms. Yang Lai Sum, Lisa as director.
			(ii)			To authorize the board of directors (the “Board”) to fix their remuneration.
	3.		To		re-appoint BDO Limited as the auditor of the Company and authorize the Board to fix its remuneration.
	4.		(i)			To grant a general mandate to the directors to issue additional securities of the Company.(Note 8)
			(ii)			To grant a general mandate to the directors to repurchase securities of the Company.(Note 8)
			(iii)			To extend the general mandate regarding the issue of securities of the Company by the amount		of securities
						repurchased (if any) under the general mandate for the repurchase of securities.(Note 8)
						SPECIAL RESOLUTION		FOR (Note 4)		AGAINST	(Note 4)
	5.		To		approve the Share Premium Reduction. (Note 8)
						ORDINARY RESOLUTION		FOR (Note 4)		AGAINST	(Note 4)
	6.		To		declare and pay to the Shareholders of the Company, a final dividend of HK1 cent per ordinary share of the Company
			for the year ended 31 December 2023 (subject to the special resolution 5 above being				passed). (Note 8)

Date:

2024 Signature [Note][5] :

Notes:

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

2. Please insert the number of shares of HK$0.01 each registered in your name(s) to which this proxy form relates. If no number is inserted, this proxy form 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” herein 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 WHO SIGNS IT . A member entitled to attend and vote at the Meeting will be entitled to appoint one or more proxies to attend and, on a poll, vote in his or her stead. A proxy need not be a member of the Company, but must attend the Meeting to represent you. When more than one proxy is appointed, each proxy must be appointed to represent a specified proportion of the member’s voting right.

4. WISHIMPORTANT:TO VOTEIFAGAINSTYOU WISHANYTORESOLUTIONS,VOTE FOR ANYPLEASERESOLUTIONS,TICK “ ” THEPLEASEBOXTICKMARKED“ ” THE“AGAINST”BOX MARKEDBESIDE “FOR”THE APPROPRIATEBESIDE THE RESOLUTIONAPPROPRIATE . Failure RESOLUTION. to complete IF any YOU or all boxes will entitle your proxy to cast or not to cast his or her votes on the relevant resolutions at his or her discretion. Your proxy will also be entitled to vote at his or her discretion on any resolutions 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 case of a corporation, must be executed either under its common seal or under the hand of an officer or attorney duly authorised.

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

7. To be valid, the proxy form together with the power of attorney (if any) 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 Tengis Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong or via the designated URL (https://spot-emeeting.tricor.hk/) by using the username and password provided on the notification letter sent by the Company as soon as possible and in any event not later than 48 hours before the time appointed for holding the Meeting or any adjournment or postponement thereof.

8. The full text of Resolution Nos. 4(i), 4(ii), 4(iii), 5 and 6 are set out in the Notice.

9. Completion and return of this form of proxy will not preclude you from attending and voting in person at the Meeting or any adjourned meeting or postponement thereof if you so wish. In the event that you attend the Meeting after having lodged this form of proxy, it will 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 authorized 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 and any such request should be in writing by mail to the Company/Tricor Tengis Limited at the above address.