Creative China Holdings Limited — Proxy Solicitation & Information Statement 2023

Nov 30, 2023

==> picture [20 x 23] intentionally omitted <==

==> picture [84 x 37] intentionally omitted <==

Creative China Holdings Limited 中國創意控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 8368)

PROXY FORM

Form of proxy for use by Shareholders at the extraordinary general meeting to be held at 24/F, Admiralty Centre I, 18 Harcourt Road, Admiralty, Hong Kong on Wednesday, 20 December 2023 at 2:00 p.m. (or any adjournment thereof)

I/We (note a)

of

“beingof Meeting HK$0.05the ”)holder(s)ofeachtheofCompanyofCreative orChina Holdings Limited (the “ Company ”) hereby appoint the Chairman of the extraordinary general (note meeting b) share(s)(the of

to act as my/our proxy (note c) at the Meeting to be held at 24/F, Admiralty Centre I, 18 Harcourt Road, Admiralty, Hong Kong on Wednesday, 20 December 2023 at 2:00 p.m. and at any adjournment thereof and vote on my/our behalf as directed below.

Please make a mark in the appropriate boxes to indicate how you wish your vote(s) to be cast in respect of such resolutions as hereunder indicated (note d) .

					ORDINARY RESOLUTIONS		FOR		AGAINST
	1.	(a)	To approve the AYY Subscription Agreement dated 10 November 2023 in
			relation to the	allotment and issue of 35,990,566 AYY Subscription Shares at the
			subscription price of HK$0.53 per Share;
		(b)	Conditional upon the Stock Exchange having approved the listing of and dealing
			in the AYY Subscription Shares, to grant the directors of the Company the
			specific mandate to allot and issue the AYY Subscription Shares in accordance
			with the terms	of the AYY Subscription Agreement; and
		(c)	To authorise any one of the directors of the Company to take any action and
			execute such other		documents under the AYY Subscription Agreement.#
	2.	(a)	To approve the SWS Subscription Agreement dated 10 November 2023 in
			relation to the	allotment and issue of 19,188,679 SWS Subscription Shares at the
			subscription price of HK$0.53 per Share;
		(b)	Conditional upon the Stock Exchange having approved the listing of and dealing
			in the SWS Subscription Shares, to grant the directors of the Company the
			specific mandate to allot and issue the SWS Subscription Shares in accordance
			with the terms	of the SWS Subscription Agreement; and
		(c)	To authorise any one of the directors of the Company to take any action and
			execute such other		documents under the SWS Subscription Agreement.#

Full text of the relevant resolutions are set out in the notice convening the Meeting dated 30 November 2023.

Dated: Shareholder’s signature (notes e, f, g and h) :

Notes:

• a. Full name(s) and address(es) are to be inserted in BLOCK CAPITALS . b. 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 capital of the Company registered in your name(s).

• c. AChairmanproxy needof thenotextraordinarybe a membergeneralof the Company.meeting (theIf you“ Meeting wish ”)to ofappointthe Companysome personor” andotherinsertthanthethenameChairmanand addressof the ofMeetingthe personas yourappointedproxy, proxyplease indeletethe spacethe wordsprovided.“the d. If you wish to vote for a resolution set out above, please tick (“✔”) the box marked “FOR” against such resolution. If you wish to vote against a resolution, please tick (“✔”) the box marked “AGAINST” against such resolution. If the form returned is duly signed but without specific direction on any of the proposed resolutions, the proxy will vote or abstain at his discretion in respect of all resolutions; or if in respect of a particular proposed resolution there is no specific direction, the proxy will, in relation to that particular proposed resolution, vote or abstain at his discretion. A proxy will also be entitled to vote at his discretion on any resolution properly put to the meeting other than those set out in the notice convening the Meeting.

• e. In the case of a joint holding, this form of proxy may be signed by any joint holder, but if more than one joint holder is present at the Meeting, whether in person or by proxy, that one of the joint holders whose name stands first on the register of members in respect of the relevant joint holding shall alone be entitled to vote in respect thereof.

• f. The form of proxy must be signed by a shareholder, or his attorney duly authorised in writing, or if the shareholder is a corporation, either under seal or under the hand of an officer or attorney duly authorised.

• g. 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 deposited at the offices of the Company’s Hong Kong branch share registrar, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Admiralty, Hong Kong not later than 48 hours before the time of the Meeting or any adjourned meeting.

• h. Any alteration made to this form should be initialled by the person who signs the form. i. Completion and return of this form of proxy will not preclude you from attending and voting in person at the Meeting or any adjournment thereof if you so wish.

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 (“ 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/Privacy Compliance Officer of Tricor Investor Services Limited at the above address.