Baoye Group Company Limited — Proxy Solicitation & Information Statement 2022

Jul 27, 2022

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(Incorporated in Bermuda with limited liability)

(Stock code: 1013)

PROXY FORM FOR ANNUAL GENERAL MEETING

I/We (Note 1) of being the registered holder(s) of (Note 2) share(s) of HK$0.1 each in the share capital of Wai Chun Group Holdings Limited (the “ Company ”) HEREBY APPOINT of or failing him, the Chairman of the Meeting (Note 3) as my/our proxy to attend and vote for me/us and on my/our behalf at the Annual General Meeting (the “ Meeting ”) of the Company to be held at 13/F., Admiralty Centre 2, 18 Harcourt Road, Admiralty, Hong Kong on Thursday, 18 August 2022 at 10:30 a.m. (or any adjournment thereof), to vote for me/us as hereunder indicated, or if no such indication is given, as my/our proxy thinks fit:

share(s) of HK$0.1 each in the share capital

					ORDINARY RESOLUTIONS			FOR (Note 4)	AGAINST (Note 4)	AGAINST (Note 4)
	1.	To	receive and consider the audited consolidated financial statements and the reports of the
		directors of the Company			(the “Directors”) and auditor of the Company for the year ended		31
		March 2022.
	2.	(a)	To re-elect Mr.	Lam	Ching Kui as executive director of the Company;
		(b)	To re-elect Mr.	Hung Hoi Ming Raymond as an independent		non-executive director of
			the Company;
		(c)	To authorize the board of Directors (the “Board”) to fix the remuneration of the
			Directors.
	3.	To	re-appoint ZHONGHUI ANDA CPA Limited as the auditor of the Company and				to
		authorize the Board to fix its remuneration.
	4.	To	grant a general mandate to the Directors to issue, allot and deal with new shares of the
		Company.
	5.	To	grant a general mandate to the Directors to repurchase shares of the Company.
	6.	To	extend the general mandate to the Directors to issue, allot and			deal with new shares of the
		Company by addition thereto the number representing the aggregate number of shares
		repurchased by the Company.
	Dated	this			day of 2022	Signature(s) (Note 5)
	Notes:
	1.	Full	name(s) and address(es) to be inserted in BLOCK CAPITALS. The names of joint registered holders				should be	stated.

1. Please insert the number of shares registered in your name(s) to which the proxy relates. If no number is inserted, this form will be deemed to relate to all the shares in the Company registered in your name(s).

2. If any proxy other than the Chairman of the Meeting is preferred, strike out the words “the Chairman of the Meeting” and insert the name and address of the proxy desired in the space provided. Any alteration made to this form must be initialed by the person who signs it.

3. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTIONS, PLEASE PLACE A “ ✔ ” IN THE APPROPRIATE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST ANY RESOLUTIONS, PLEASE PLACE A “ ✔ ” IN THE APPROPRIATE BOX MARKED “AGAINST”. Failure to tick any boxes will entitle your proxy to cast his votes at his discretion.

4. This proxy form must be signed by you or your attorney duly authorized in writing or, in the case of a corporation, must be executed either under its common seal or under the hand of an officer or attorney or other person duly authorized.

5. In the case of joint holders of shares of the Company, 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 holder(s) and for this purpose seniority shall be determined by the order in which the name stands on the register of members of the Company in respect of the joint holding, the first named being the senior.

6. To be valid, this proxy form together with 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 share registrar in Hong Kong, Union Registrars Limited, Suites 3301–04, 33/F., Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong, not less than 48 hours before the time fixed for holding the meeting (i.e. not later than 10:30 a.m. on Tuesday, 16 August 2022 (Hong Kong Time)) (or any adjournment thereof).

7. The proxy need not be a member of the Company but must attend the Meeting (or any adjournment thereof) in person to represent you.

8. Completion and return of this form will not preclude you from attending and voting in person at the Meeting (or any adjournment thereof) if you wish to do so.

9. In case a Typhoon Signal No. 8 (or above) or a Black Rainstorm Warning Signal or “extreme conditions after typhoon” announced by the Hong Kong Government is/are in force but lowered before 7:00 a.m. on Thursday, 18 August 2022, the Meeting will be held as scheduled at 10:30 a.m. on the same day at the same venue; or a Typhoon Signal No. 8 (or above) or a Black Rainstorm Warning Signal or “extreme conditions after typhoon” announced by the Hong Kong Government is/are in force any time after 7:00 a.m. on Thursday, 18 August 2022, the Meeting will be adjourned to 10:30 a.m. on Friday, 19 August 2022, or another appropriate date and time to be advised, at the same venue. PERSONAL INFORMATION COLLECTION STATEMENT

(i) “Personal Data” in this statement has the same meaning as “personal data” in the Personal Data (Privacy) Ordinance, Chapter 486 of the Laws of Hong Kong (“ PDPO ”). (ii) Your Personal Data is supplied to the Company on a voluntary basis. Failure to provide sufficient information may render the Company not able to process your instructions and/or request as stated in this proxy form.

(iii) Your Personal Data may be disclosed or transferred by the Company to its subsidiaries, the branch share registrar, and/or other companies or bodies for any of the stated purposes, and retained for such period as may be necessary for verification and record purposes.

(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 and sent to the Personal Data Privacy Officer of the branch share registrar.

PRECAUTIONARY MEASURES AT THE ANNUAL GENERAL MEETING

In view of the recent developments of the Novel Coronavirus (COVID-19) pandemic, and taking into consideration of the guidelines issued by the Government of Hong Kong, the Company will implement the following preventive measures at the AGM to protect attending shareholders from the risk of infection:

• compulsory body temperature check will be conducted for every shareholder or proxy at the entrance of the venue of the AGM;

• every shareholder or proxy is required to wear surgical face mask throughout the AGM; and

• No gifts, foods or beverages will be provided at the AGM.

Any person who does not comply with the precautionary measures may be denied entry into the venue. The Company wishes to remind all shareholders that physical attendance in person at the AGM is not necessary for the purpose of exercising voting rights. Shareholders may appoint the chairman of the AGM as their proxy to vote on the resolution at the AGM as an alternative to attending the AGM in person.

• for identification purpose only