CL Group (Holdings) Limited — Proxy Solicitation & Information Statement 2020

Jun 29, 2020

CL GROUP (HOLDINGS) LIMITED 昌利（控股）有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 8098)

FORM OF PROXY

Form of proxy for use at the Annual General Meeting to be held at Room 16B, 16/F, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong on Tuesday, 4 August 2020 at 2:30 p.m.

I/We[1]

of

being the registered holder(s) of[2] “Company”), hereby appoint[3] the Chairman of the meeting or of

shares of HK$0.01 each in the share capital of CL Group (Holdings) Limited (the

as my/our proxy to attend and vote for me/us and on my/our behalf at the Annual General Meeting of the Company to be held at Room 16B, 16/F, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong on Tuesday, 4 August 2020 at 2:30 p.m. and at any adjournment thereof on the undermentioned resolutions as indicated:

		ORDINARY RESOLUTIONS4	ORDINARY RESOLUTIONS4		FOR4	FOR4	AGAINST4	AGAINST4
	1.	To receive and consider the audited consolidated financial statements and the			reports of
		the directors (“Directors”) and auditors of the Company		and its subsidiary for the year
		ended 31 March 2020.
	2.	To declare a final dividend.
	3.	(A) (i) To re-elect Mr. Kwok Kin Chung as executive director;
		(ii) To re-elect Mr. Lau Kin Hon as executive director;
		(iii) To re-elect Ms. Yu Linda as executive director;
		(iv) To re-elect Mr. Hu Chao as independent non-executive director;
		(B) To authorise the board	of directors to fix the directors remuneration.
	4.	To appoint Confucius International CPA Limited as auditors of the Company and
		authorise the board of directors to fix their remuneration.
	5.	To grant a general mandate to	the Directors to issue new	shares.
	6.	To grant a general mandate to	the Directors to repurchase	shares of the Company.
	7.	To add the nominal amount of the shares repurchased by the Company to the mandate
		granted to the directors under	resolution no. 5.
	8.	To adopt the new share option scheme and terminate the		existing share option	scheme of
		the Company.

Dated this

day of 2020 Signature[5]

Notes:

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

• (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, strike out the words “the Chairman of the meeting or” and insert the name and address of the proxy desired in the space provided. Any shareholder may appoint one or more proxies to attend and, on a poll, vote instead of him. A proxy need not be a shareholder of the Company.

• (4) Please refer to the notice of meeting for the full text of the resolution(s). IMPORTANT: IF YOU WISH TO VOTE FOR ANY OF THE RESOLUTIONS, TICK IN THE APPROPRIATE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST ANY OF THE RESOLUTIONS, TICK IN THE APPROPRIATE BOX MARKED “AGAINST”. Failure to tick a box will entitle your proxy to cast your vote at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the meeting other than those referred to above.

• (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 shall be accepted to the exclusion of the votes of the other joint holders. For this purpose, seniority shall be 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 any power of attorney or other authority (if any) under which it is signed or a certified copy of such power or authority must be deposited at the Company’s Hong Kong branch share registrar and transfer office, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong, not less than 48 hours before the time appointed for holding the Meeting or any adjourned Meeting.

• (8) In order to qualify for attending the Meeting, the transfer books and Register of Members of the Company will be closed from Thursday, 30 July 2020 to Tuesday, 4 August 2020, both days inclusive. During which period no share transfers will be effected. All transfer documents, accompanied by the relevant share certificates, must be lodged with the Company’s Hong Kong branch share registrar and transfer office, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration no later than 4:30 p.m. on 29 July 2020 (Wednesday).

• (9) In order to determine Shareholders who are qualified for the proposed final dividend, the Register will be closed on Monday, 10 August 2020, during which period no transfer of shares will be registered. All transfers accompanied by the relevant share certificates must be lodged with the Company’s Hong Kong branch share registrar and transfer office, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration no later than 4:30 p.m. on Friday, 7 August 2020.

• (10) ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.