Boltek Holdings Limited — Proxy Solicitation & Information Statement 2025

Apr 1, 2025

BOLTEK HOLDINGS LIMITED

寶鯉控股有限公司

(Incorporated in Cayman Islands with limited liability)

(Stock Code: 8601)

FORM OF PROXY FOR THE ANNUAL GENERAL MEETING

TO BE HELD ON FRIDAY, 2 MAY 2025 (OR ANY ADJOURNMENT THEREOF)

I/We (Note 1)

of ... being the registered holder(s) of (Note 2) _________ ordinary shares of HK$0.01 each (“Shares”) in the capital of Boltek Holdings Limited (the “Company”), HEREBY APPOINT THE CHAIRMAN OF THE MEETING as my/our proxy to attend and act for me/us and on my/our behalf at the annual general meeting of the Company to be held on Friday, 2 May 2025 at 2:00 p.m. at 5/F, Winning Commercial Building, 46-48 Hillwood Road, Tsim Sha Tsui, Kowloon, Hong Kong (and at any adjournment thereof) (the “Meeting”) for the purpose of considering and, if thought fit, passing the resolutions as set out in the notice (the “Notice”) convening the Meeting, and at the Meeting (or at any adjournment thereof) to vote in my/our name(s) in respect of such resolutions as hereunder indicated, or, if no such indication is given, as my/our proxy thinks fit. My/our proxy will also be entitled to vote on any matter properly put to the Meeting in such manner as he/she thinks fit.

ORDINARY RESOLUTIONS*		FOR (Note 4)	AGAINST (Note 4)
1.	To receive, consider and adopt the audited consolidated financial statements of the Company and the reports of the directors of the Company (the “Directors” and each a “Director”) and the independent auditor of the Company for the year ended 31 December 2024.
2.	To re-appoint Grant Thornton Hong Kong Limited as the independent auditor of the Company and to authorise the board of Directors (the “Board”) to fix its remuneration.
3.	(a) To re-elect Mr. Chan Kai Kow Macksion as independent non-executive Director.
	(b) To re-elect Mr. Pang Chun Sing George as independent non-executive Director.
	(c) To re-elect Ms. Chik Wai Chun as an independent non-executive Director.
	(d) To authorise the Board to fix the Directors’ remuneration.
4.	To grant a general mandate to the Directors to issue, allot and deal with additional Shares not exceeding 20% of the total number of issued Shares at the date of passing this resolution.
5.	To grant a general mandate to the Directors to repurchase Shares not exceeding 10% of the total number of issued Shares as at the date of passing this resolution.
6.	Conditional upon resolutions 4 and 5 being passed, to extend the general mandate to the Directors to issue and allot additional Shares by adding the number of Shares repurchased by the Company under the mandate referred to in resolution 5 above.
SPECIAL RESOLUTION*		FOR (Note 4)	AGAINST (Note 4)
7.	That the Amended Memorandum and Articles (as defined in the Circular) be adopted as the new Memorandum and Articles of Association in substitution for and to the exclusion of the existing second amended and restated memorandum and articles of association of the Company with immediate effect and authorise any one director or company secretary of the Company to do all things necessary to implement the adoption of the Amended Memorandum and Articles.

• Please refer to the Notice for the full text of the resolutions.

Signature(s) (Note 6) _________

Date _________

Notes:

1. Full name(s) and address(es) must 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) to which this proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all Shares registered in your name(s).
3. If any proxy other than the chairman of the Meeting is preferred, strike out “THE CHAIRMAN OF THE MEETING, or” and insert the name and address of the proxy desired in the space provided. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE MEETING WILL ACT AS YOUR PROXY. The proxy need not be a shareholder of the Company but must attend the Meeting in person to represent you. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.
4. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, TICK IN THE BOX MARKED “FOR” IF YOU WISH TO VOTE AGAINST A RESOLUTION, TICK IN THE BOX MARKED “AGAINST”. Failure to do so will entitle your proxy to vote or abstain as he thinks fit. 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.
5. A shareholder entitled to attend and vote at the Meeting shall be entitled to appoint another person as his proxy to attend and vote instead of him. A shareholder who is the holder of two or more Shares may appoint more than one proxy to represent him and vote on his behalf at the Meeting.
6. The instrument appointing a proxy shall be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must be either executed under its common seal or under the hand of an officer, attorney or other person duly authorised. The instrument appointing a proxy and (if requested by the Directors) a power of attorney or other authority, if any, under which it is signed or a notarially certified copy of such power or authority must be deposited at the Company's Hong Kong branch share registrar and transfer office, Boardroom Share Registrars (HK) Limited, at 2103B, 21/F, 148 Electric Road, North Point, Hong Kong not less than 48 hours before the time of the Meeting (or any adjournment thereof).
7. Completion and return of an instrument appointing a proxy should not preclude a shareholder from attending and voting in person at the Meeting (or any adjournment thereof) and in such event, the instrument appointing a proxy shall be deemed to be revoked.
8. Where there are joint registered holders, the instrument appointing a proxy may be signed by any joint holder, but if more than one joint holder is present at the Meeting, 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 will be determined by the order in which the names stand first in the register of members in respect of the joint holding.

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