Creative China Holdings Limited — Proxy Solicitation & Information Statement 2023

Jun 27, 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 Tuesday, 18 July 2023 at 2:00 p.m. (or any adjournment thereof)

I/We (note a)

of being the holder(s) of (note b) share(s) of HK$0.05 each of Creative China Holdings Limited (the “ Company ”) hereby appoint the Chairman of the extraordinary general meeting (the “ Meeting ”) of the Company or

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 Tuesday, 18 July 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.	To approve the Subscription Agreement dated 22 May 2023 to allot 30,362,150 Subscription
			Shares at the	Subscription Price of HK$0.214 per Subscription Share.#
		2.	To approve the CB Subscription Agreement dated 22 May 2023 in relation			to the issue of the
			Convertible Bonds in the principal amount of RMB17,500,000 (including but not limited to the
			issue of the Convertible Bonds and the allotment and issue of the Conversion Shares upon
			exercise of conversion rights attaching to the Convertible Bonds).#
		3.	Conditional upon the Stock Exchange having approved the listing of and dealing in the
			Subscription Shares and the Conversion Shares, to grant the directors of the Company the
			Specific Mandate to allot and issue the Subscription Shares and the Conversion Shares.#
		4.	To authorise any		one of the directors of the Company to take any action	and execute other
			documents under		the Subscription Agreement and CB Subscription Agreement.#

• Full text of the relevant resolutions are set out in the notice dated 27 June 2023 convening the Meeting.

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.