BHCC Holding Limited — Proxy Solicitation & Information Statement 2024

Feb 28, 2024

BHCC HOLDING LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1552)

PROXY FORM

Form of proxy for use by the shareholders of BHCC Holding Limited (the “Company”) at the extraordinary general meeting (the “Meeting”) to be convened at No. 1 Tampines North Drive 3 #08-01, BHCC SPACE, Singapore 528499 on Monday, 18 March 2024 at 10:00 a.m. (or any adjournment thereof).

I/We [1]

of

being the registered holder(s) of [2] shares of HK$0.01 each (‘‘ Share(s) ’’) of the Company, HEREBY APPOINT [3] the Chairman of the Meeting, or_________________________ of as my/our proxy to attend and vote for me/us and on my/our behalf at the Meeting to be held at No. 1 Tampines North Drive 3 #08-01, BHCC SPACE, Singapore 528499, on Monday, 18 March 2024 at 10:00 a.m. (or at any adjournment thereof) in respect of the resolution set out in the notice convening the Meeting (the “ Notice of EGM ”) as hereunder indicated and, if no such indication is given, as my/our proxy thinks fit.

Unless otherwise defined, capitalised terms used herein shall have the same meaning as those stated in the Notice of EGM.

ORDINARY RESOLUTION [10] FOR [4] AGAINST [4] 1. To approve the sale and purchase agreement dated 4 January 2024 (the “ Sale and Purchase Agreement ”) (a copy of which is marked “A” and produced to the Meeting and signed by the chairman of the Meeting for the purpose of identification) entered into between BHCC Development Limited (the “ Purchaser ”) and Mr. Teo Wai Leong (the “ Vendor ”), in relation to (i) the acquisition of 450 ordinary shares in the issued share capital of Evermega Investment Holdings Pte. Ltd. (the “ Target Company ”) and the outstanding loans and other debts owed to the Vendor by the Target Company in the amount of S$5,490,169.20 for the aggregate consideration of S$5,490,619.20; and (ii) the capital contribution in the aggregate amount of up to S$17,010,000 to be provided by the Purchaser to the Target Company by way of subscription of further share capital of the Target Company and/or provision of shareholder’s loan(s), and the transactions contemplated thereunder

Dated this day of 2024 Signature(s) [5] :

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS . The name 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 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, delete 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 of proxy must be duly initialled by the person who signs it.

4. Please indicate with a ‘‘ ✓ ’’ in the appropriate space beside the resolution(s) how you wish the proxy to vote on your behalf. If this form is returned duly signed, but without any indication as to how your proxy should vote, the proxy may vote for or against the resolution(s) or may abstain at his discretion.

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

6. In the case of joint holders, the vote of the senior 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 is determined by the order in which the names stand in the register of members in respect of the joint holding.

7. To be valid, this form of proxy, together with a power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of that power or authority, must be deposited at the Company’s branch share registrar and transfer office in Hong Kong, Boardroom Share Registrars (HK) Limited at Room 2103B, 21/F, 148 Electric Road, North Point, Hong Kong, not less than 48 hours before the time of the Meeting or any adjournment of such Meeting.

8. The proxy need not be a member of the Company but must attend the Meeting in person to represent you.

9. 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 so wish and in such event, the proxy form shall be deemed to be revoked.

10. The full text of the resolution is set out in the Notice of EGM.

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 of the Company (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 to the Company/ Boardroom Share Registrars (HK) Limited at the above address.