CTR Holdings Limited — Proxy Solicitation & Information Statement 2021

Jun 18, 2021

CTR Holdings Limited

(Incorporated in the Cayman Islands with members’ limited liability)

(Stock Code: 1416)

FORM OF PROXY FOR THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON 8 JULY 2021

I/We [(note][1)] of [(note][1)]

being the registered holder(s) of [(note][2)] ordinary shares of US$0.0001 each in the share capital of CTR Holdings Limited (the “ Company ”), hereby appoint the Chairman of the meeting [(note][3)]

or of

as my/our proxy to attend, act and vote for me/us and on my/our behalf as directed below at the extraordinary general meeting (the “ EGM ”) of the Company to be held at 21 Woodlands Close #08–11, 12 Primz Bizhub, Singapore 737854 at 10:00 a.m. on Thursday, 8 July 2021 and at any adjournment thereof.

Please tick in the appropriate boxes to indicate how you wish your vote(s) to be cast, and if no such indication is given, your proxy is entitled to vote at his discretion [(note][4)] .

							SPECIAL RESOLUTION		FOR		AGAINST
		(1)		To remove			Ernst & Young as the auditors of the Company pursuant to
				article 152(2) of the amended and restated articles and association of the
				Company with immediate effect.
							ORDINARY RESOLUTION		FOR		AGAINST
		(2)		Conditional upon the passing of the special resolution above, to appoint
				HLB Hodgson Impey Cheng Limited as the auditors of the Company
				pursuant to article 152(2) of the amended and restated articles and
				association			of the Company in place of Ernst & Young immediately
				following			its removal and to hold office until the	conclusion of the
				forthcoming annual general meeting of the Company, and to authorise the
				board of directors of the Company to fix its remuneration.

Date: 2021 Signature(s) [(note][5)]

Notes:

1. Full name(s) and address(es) must be inserted in BLOCK CAPITALS . The names of all joint holders should be stated.

2. Please insert the number of shares registered in your name(s) to which the 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).

3. If any proxy other than the Chairman of the meeting is preferred, please strike out the words “the Chairman of the meeting” and insert the name and address of the proxy desired in the space provided. A member of the Company entitled to attend and vote at the EGM is entitled to appoint another person as his proxy to attend and vote instead of him. A member of the Company who is the holder of two or more shares of the Company may appoint more than one proxy to represent him and vote on his behalf at the EGM. 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. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

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 or abstain at his discretion on any resolution properly put to the EGM other than those referred to in the notice convening the EGM.

5. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or, if the appointor is a corporation, either under its seal or under the hand of an officer, attorney or other person authorised to sign the same.

6. In case of joint holders of shares of the Company, 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 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 and the power of attorney or other authority, if any, under which it is signed or a certified copy thereof, must be lodged with the Hong Kong branch share registrar and transfer office of the Company, Boardroom Share Registrars (HK) Limited at Room 2103B, 21/F, 148 Electric Road, North Point, Hong Kong, as soon as possible and in any event not less than 48 hours before the time appointed for holding the EGM or at any adjournment thereof.

8. Completion and delivery of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish. In such event, the relevant form of proxy shall be deemed to be revoked.

9. The description of these resolutions is by way of summary only. The full text appears in the “Notice of EGM”.