Directel Holdings Limited — Proxy Solicitation & Information Statement 2024

Nov 13, 2024

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FORM OF PROXY FOR THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON TUESDAY, 3 DECEMBER 2024 (OR ANY ADJOURNMENT THEREOF)

I/We [(Note][1)]

of

being the registered holder(s) of [(Note][2)]

shares

(the “ Share(s) ”) of HK$0.20 each in the capital of Directel Holdings Limited (the “ Company ”), HEREBY APPOINT THE CHAIRMAN OF THE MEETING [(Note][3)] , or

of

as my/our proxy to attend and act for me/us and on my/our behalf at the extraordinary general meeting (the “ Meeting ”) of the Company to be held at Office Nos. 1, 2, 14 and 15, 37th Floor, Hong Kong Plaza, No. 188 Connaught Road West, Hong Kong on Tuesday, 3 December 2024 at 10:00 a.m. (or at any adjournment thereof) for the purpose of considering and, if thought fit, passing the resolutions as set out in the notice convening the Meeting and at the Meeting (or at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of such resolutions as hereunder indicated, and, if no such indication is given, as my/our proxy thinks fit. My/our proxy will also be entitled to vote on any matter properly put to the Meeting in such manner as he thinks fit.

ORDINARY RESOLUTION FOR [(Note][4)] AGAINST [(Note][4)] 1. To approve: “ THAT (a) the Loan Capitalisation Agreement (the “ Loan Capitalisation Agreement ”) dated 24 October“ Subscribe 2024r”) andas enteredsubscriberintoinbetweenrelationthetoCompanythe conversionas issuerofandtheMr.principalLi Kin amountShing (theof subscriptionandHK$12,000,000Subscriberallottedintoby(thethetheunder“ Subscription shareCompanythecapitalunsecured(the”)of of“the Capitalisation anCompanyshareholder’saggregate(theof Shares “60,000,000 Loan loan”)due Capitalisation at thefromnewCapitalisationsharesthe ”)Groupinvolvingto bePricetoissuedthetheof HK$0.20 per Capitalisation Share, a copy of which is tabled at the EGM for identification purpose, and the transactions contemplated thereunder be and are hereby approved, confirmed and ratified; (b) conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited approvingdirectors (thethe “listing Directors of, ”)andofgrantingthe Companypermissionbe andto aredealherebyin, thegrantedCapitalisationa specificShares,mandatethe authorising the Directors to exercise all the powers of the Company to allot and issue the CapitalisationAgreement (theShares“ Specific to the Mandate Subscriber”), withsubjectsuch toSpecificthe termsMandateof thebeingLoanin Capitalisationadditional to and not prejudicing or revoking any general or specific mandate(s) which has/have been granted or may from time to time be granted to the Directors by the shareholders of the Company prior to the passing of this resolution; and (c) any Director be and is hereby authorised to sign, execute, perfect and deliver all such documents, and do all such actions which are in their opinion necessary, appropriate, desirable or expedient for the implementation and giving effect to the Loan Capitalisation Agreement, the Loan Capitalisation, the allotment and issue of the Capitalisation Shares and the transactions contemplated thereunder, and to agree to the variation, amendment and waiver of any of the matters relating thereto that are, in the opinion of the Directors, appropriate, desirable or expedient in the context of the Loan Capitalisation Agreement and are in the best interests of the Company.”

Signature [(Note][5)] :

Date:

Notes:

1. Full name(s) and address(es) must be inserted in BLOCK CAPITALS . The names of all joint registered holders should be stated. 2. Please insert the number of Shares registered in your name(s) to which this form of proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all Shares registered in your name(s).

2. If any proxy other than the Chairman of the Meeting is preferred, strike out “ the Chairman of the Meeting ” 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 WHO SIGNS IT.

3. IMPORTANT: If you wish to vote for a resolution, tick in the box marked “For”. If you wish to vote against a resolution, tick in the box marked “Against”. If no direction is given, your proxy may vote or abstain as he/she thinks fit. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the Meeting other than those referred to in the notice convening the Meeting.

4. This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must be either under its common seal or under the hand of an officer, attorney or other person duly authorised to sign the same. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

5. In order to be valid, this form of proxy together with the notarially certified power of attorney (if any) or other authority (if any) under which it is signed, must be lodged with the branch share registrar of the Company, Tricor Investor Services Limited, 17 Floor, Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than 48 hours (i.e. 10:00 a.m. on Sunday, 1 December 2024) before the time appointed for holding of the Meeting or the adjourned Meeting.

6. In the case of joint registered holders of any Shares, any one of such persons may vote at the Meeting, either personally or by proxy, in respect of such Shares as if he/she was solely entitled thereto; but if more than one of such joint registered holders be present at the Meeting, either personally or by proxy, that one of the said persons so present whose name stands first on the register of members in respect of such Shares shall be accepted to the exclusion of the votes of the other joint registered holders.

7. The proxy need not be a member of the Company but must attend the Meeting in person to represent you. 9. Completion and return of this form will not preclude you from attending and voting at the Meeting if you so wish. If you attend and vote at the Meeting, the authority of your proxy will be revoked.

8. Reference to time and dates in this form of proxy are to Hong Kong time and dates.

PERSONAL INFORMATION COLLECTION STATEMENT

votingYour supplyinstructionsof yourforandtheyourMeetingproxy’sof (orthe proxies’)Companyname(s)(the “ Purposes and address(es)”). We mayis ontransfera voluntaryyour andbasisyourfor proxy’sthe purpose(or proxies’)of processingname(s)yourandrequestaddress(es)for thetoappointmentour agent, contractor,of a proxy (oror thirdproxies)partyandserviceyour provider who provides administrative, computer and other services to us for use in connection with the Purposes and to such parties who are authorized 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/Tricor Investor Services Limited at the above address.