Cowell e Holdings Inc. — Proxy Solicitation & Information Statement 2023

Jun 7, 2023

Cowell e Holdings Inc. 高偉電子控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 1415)

FORM OF PROXY FOR EXTRAORDINARY GENERAL MEETING

I/We[(1)]

of

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

share(s)[(2)] of US$0.004 each in the capital of Cowell e Holdings Inc.

as my/our proxy to attend and vote for me/us at the extraordinary general meeting of the Company (the “ EGM ”) to be held by way of virtual meeting on 23 June, 2023 at 10 a.m. and at any adjournment thereof on the following resolutions as indicated.

				ORDINARY RESOLUTIONS(5)	FOR(4)AGAINST(4)	FOR(4)AGAINST(4)	FOR(4)AGAINST(4)	FOR(4)AGAINST(4)	FOR(4)AGAINST(4)
		1.	To approve the Supplemental Purchase Framework Agreement, the transactions		contemplated
			thereunder	and the proposed annual caps
		2.	To approve the Supplemental Materials Procurement Framework Agreement, the transactions
			contemplated thereunder and the proposed annual caps
		3.	To approve the ST Supply Framework Agreement, the transactions contemplated thereunder
			and the proposed annual caps

Dated this day of 2023

Email Address[(6)] :

Shareholder’s signature[(7)]

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 in the Company registered in your name(s).

• (3) If any proxy other than the chairman of the EGM is preferred, please 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 ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON(S) WHO SIGNS IT.

• (4) Please indicate with an “ ” in the appropriate space beside each of the resolutions how you wish the proxy to vote on your behalf. If this form is returned duly signed, but without any indication, the proxy will vote for or against the resolution or will abstain, at his discretion. A proxy will also be entitled to vote or abstain at his discretion on any resolution (or amendment thereto) properly put to the meeting other than those set out in the notice of the EGM.

• (5) The full text of the resolutions are set out in the notice of the EGM dated 8 June, 2023.

• (6) You must provide a valid email address of your proxy in the space provided (except where the chairman of the meeting is appointed as your proxy) for the purpose of receiving the invitation code to attend and vote on your behalf via online platform. If no email address is provided, your proxy cannot attend and vote online.

• (7) This form of proxy must be signed by you or your attorney duly authorized 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 authorized.

• (8) 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 of the Company in respect of the joint holding.

• (9) 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 notarially certified copy of such power or authority, must be completed and lodged with the Company’s Hong Kong branch registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, not later than 21 June, 2023 at 10:00 a.m. (Hong Kong Time).

• (10) A shareholder who is holder of two or more Shares may appoint one or more proxies to attend the meeting and vote for him provided that if more than one proxy is so appointed, the appointment shall specify the number of Shares in respect of which each such proxy is so appointed. A proxy need not be a member of the Company but must attend the relevant meeting in person to represent you.