Da Sen Holdings Group Limited — Proxy Solicitation & Information Statement 2025

Sep 7, 2025

Da Sen Holdings Group Limited
大森控股集團有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock code: 1580)

Number of shares to which this proxy form relates (Note 1)

PROXY FORM FOR THE ANNUAL GENERAL MEETING TO BE HELD ON 30 SEPTEMBER 2025

I/We (Note 2) _____ of ____
being the registered holder(s) of the shares in the capital of Da Sen Holdings Group Limited
(the "Company"), HEREBY APPOINT (Note 3) ___ (name) of ______
(address) or failing him/her, THE CHAIRMAN OF THE MEETING as my/our proxy to attend and vote for me/us and on my/our behalf at the annual general meeting of the Company (the "AGM") to be held at 2 p.m. on 30 September 2025 at Room 2703, 27th Floor, K. Wah Centre, No. 191 Java Road, North Point, Hong Kong or any adjournment of such meeting. I/We direct that my/our vote(s) be casted on the resolutions as indicated by a "√" in the appropriate boxes. In the absence of any indication, the proxy may vote in respect of that resolution at his/her discretion.

ORDINARY RESOLUTIONS		FOR (Note 4)	AGAINST (Note 6)
1	To receive and consider the audited consolidated financial statements of the Company and its subsidiaries for the year ended 31 March 2025 and the reports of the directors (the "Directors") and independent auditor of the Company for the year ended 31 March 2025.
2	(A) To re-elect Mr. Zhang Ayang as an executive Director
	(B) To re-elect Dr. Leung Clara Ka-wah as a non-executive Director
	(C) To re-elect Mr. Sun Yongtao as an independent non-executive Director
3	To authorise the board of Directors to determine the remuneration of the Directors.
4	To re-appoint Confucius International CPA Limited as the auditor of the Company and to authorise the board of Directors to determine the remuneration of the auditor of the Company.
5	(A) To grant an unconditional general mandate to the Directors to issue, allot and otherwise deal in shares not exceeding 20% of the issued number of shares of the Company (Note 5);
	(B) To grant an unconditional general mandate to the Directors to repurchase shares of the Company not exceeding 10% of the issued number of shares of the Company (Note 5); and
	(C) To extend, conditional upon the passing of resolutions 5(A) and 5(B), the number of shares repurchased under resolution 5(B) to the mandate granted to the Directors under resolution 5(A) (Note 5).

Dated this __ date of __ 2025

Signature (Note 6): _________

Notes:

1. If no number is inserted, this proxy form will be deemed to relate to all the shares registered in the name of the holder appearing in this proxy form.
2. Please insert full name(s) and address(es) in BLOCK CAPITALS. The name(s) of all joint registered holders should be stated.
3. Please insert the name and address of the proxy. If no name is inserted, the chairman of the meeting will act as the proxy. A shareholder of the Company (the "Shareholder(s)") may appoint one or more proxies to attend the AGM and vote for him/her provided that each proxy is appointed to exercise the rights attached to different share or shares held by the Shareholder. To appoint more than one proxy, a photocopy of this proxy form may be used. The proxy needs not be a Shareholder, but must attend the AGM (or any adjournment thereof) in person to represent you.
4. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, TICK (√) IN THE RELEVANT BOX BELOW THE BOX MARKED "FOR". IF YOU WISH TO VOTE AGAINST A RESOLUTION, TICK (√) IN THE RELEVANT BOX BELOW THE BOX MARKED "AGAINST". IF YOU WISH TO USE LESS THAN ALL YOUR VOTES, OR TO CAST SOME OF YOUR VOTES "FOR" AND SOME OF YOUR VOTES "AGAINST" A PARTICULAR RESOLUTION, YOU MUST WRITE THE NUMBER OF VOTES IN THE RELEVANT BOX(ES). Failure to tick either box or write the number of votes in the box in respect of a resolution will entitle your proxy to cast your vote in respect of that resolution at his/her discretion or to abstain from voting. Your proxy will also be entitled to vote at his/her discretion or to abstain from voting on any resolution properly put to the AGM other than those referred to in the notice convening the AGM.
5. The full text of the resolutions are set out in the notice of the AGM dated 7 September 2025 (the "Notice").
6. This proxy form must be signed by you or your agent duly authorised in writing or, in the case of a corporation, must either be executed under its common seal or be signed by an officer or agent duly authorised in writing. ANY ALTERATION MADE TO THIS PROXY FORM MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.
7. In order to be valid, this completed proxy form, together with the power of attorney or other authority (if any) under which it is signed or a certified copy of that power of attorney or authority (such certification to be made by either a notary public or a solicitor qualified to practise in Hong Kong), must be lodged with the Company's branch share registrar and transfer office in Hong Kong (the "Share Registrar"), Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not less than 48 hours before the time for holding the AGM or its adjournment (as the case may be).
8. Submission of this proxy form shall not preclude you from attending the AGM or its adjournment and voting in person should you so wish, but the appointment of the proxy will be revoked if you attend in person at the AGM.
9. If you have returned a proxy form, you may revoke it by completing and signing a proxy form bearing a later date, and lodging it with the Share Registrar. In order to be valid for voting purposes, this latter proxy form should be received by Share Registrar not later than 48 hours before the time appointed for holding the AGM or its adjournment (as the case may be) (the "Closing Time"). If this latter proxy form is lodged with Share Registrar after the Closing Time, it will be invalid for voting purpose. However, it will revoke any previous proxy form and any vote that may be cast by the purported proxy will not be counted in any poll taken on a proposed resolution.
10. In the case of joint registered holders of any shares, any one of such persons may vote at the AGM, either personally or by proxy, in respect of such shares as if he/she were solely entitled thereto but if more than one of such joint holders are present at the AGM personally or by proxy, the vote of the senior holder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the vote(s) of the other joint holders and, for this purpose, seniority shall be determined by the order in which the names stand in the Company's register of members in respect of the relevant joint holding.
11. The Company reserves the right to treat any proxy form which has been incorrectly completed in some manner which (at its absolute discretion) is not material as being valid.

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 (the "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/Computershare Hong Kong Investor Services Limited at the above address.