Cathay Group Holdings Inc. — Proxy Solicitation & Information Statement 2026

Apr 28, 2026

中

華夏控股

CATHAY GROUP HOLDINGS INC.

華夏集團控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1981)

Number of shares to which this form of proxy relates(Note 1)

FORM OF PROXY FOR THE ANNUAL GENERAL MEETING TO BE HELD ON FRIDAY, 29 MAY 2026

I/We $^{(None2)}$

of

being the registered holder(s) of shares in the issued share capital of Cathay Group Holdings Inc. (the "Company") hereby appoint the Chairperson of the meeting $^{(None3)}$ or

of

as my/our proxy to attend, act and vote for me/us and on my/our behalf as directed below at the annual general meeting (the "AGM") of the Company for the year 2026 to be held at 22/F., Tower 12, Wanda Plaza, No.93, Jianguo Road, Chaoyang District, Beijing, PRC on Friday, 29 May 2026 at 2:30 p.m. (and at any adjournment thereof).

Please tick $(^{\prime \prime}\checkmark)$ the appropriate boxes to indicate how you wish your vote(s) to be cast $(^{None4})$

ORDINARY RESOLUTIONS		FOR	AGAINST
1.	To receive the audited consolidated financial statements and the reports of the directors and auditors for the year ended 31 December 2025.
2.	To declare a final dividend of HK$0.068 per share for the year ended 31 December 2025.
3.	(a) To re-elect Ms. Jacqueline Luo as executive director and to authorize the board of directors to fix her remuneration.
	(b) To re-elect Mr. Zhang Jizhong as independent non-executive director and to authorize the board of directors to fix his remuneration.
	(c) To re-elect Mr. Huang Yu as independent non-executive director and to authorize the board of directors to fix his remuneration.
4.	To authorize the board of directors to fix the remuneration of directors of the Company.
5.	To re-appoint Deloitte Touche Tohmatsu as auditors and to authorize the board of directors to fix their remuneration.
6.	To give a general mandate to the directors to buy back shares of the Company not exceeding 10% of the total number of issued shares of the Company (excluding any shares that are held as treasury shares) as at the date of passing of this resolution.
7.	To give a general mandate to the directors to issue, allot and deal with additional shares of the Company (including any sale or transfer of shares out of treasury that are held as treasury shares) not exceeding 20% of the total number of issued shares of the Company (excluding any shares that are held as treasury shares) as at the date of passing of this resolution.
8.	To extend the general mandate granted to the directors to issue, allot and deal with additional shares in the capital of the Company (including any sale or transfer of shares out of treasury that are held as treasury shares) by the aggregate number of the shares bought back by the Company.

Date: 2026

Signature(s) (None 5)

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Notes:

1. Please insert the number of shares to which this form of proxy relates. 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). If more than one proxy is appointed, the number of shares in respect of which each such proxy so appointed must be specified.

2. Full name(s) and address(es) to be inserted in BLOCK CAPITALS.

3. If any proxy other than the Chairperson of the meeting is preferred, please strike out the words “the Chairperson of the meeting” and insert the name and address of the proxy desired in the space provided. Any shareholder of the Company entitled to attend and vote at the AGM is 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 AGM. A proxy needs not be a shareholder of the Company. Every shareholder present in person or by proxy shall be entitled to one vote for each share held by him.

4. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, PLEASE TICK (“/”) THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST A RESOLUTION, PLEASE TICK (“/”) THE BOX MARKED “AGAINST”. If no direction is given, your proxy will vote or abstain at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the AGM other than those referred to in the notice convening the AGM.

5. This form of proxy must be signed by you or your attorney duly authorized in writing. In case of a corporation, the same must be either under its common seal or under the hand of an officer or attorney so authorized. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

6. In 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 votes of the other joint holder(s) and for this purpose seniority will be determined by the order in which the names stand in the Register of Members of the Company.

7. In order to be valid, this form of proxy, together with the power of attorney 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, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than 48 hours before the time appointed for the meeting or the adjourned meeting (as the case may be).

8. Completion and delivery of the form of proxy will not preclude you from attending and voting at the AGM if you so wish.

9. References to time and dates in this form of proxy are to Hong Kong time and dates.

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 AGM 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 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 Tricor Investor Services Limited at the above address.