E Lighting Group Holdings Limited — Proxy Solicitation & Information Statement 2025

Jul 10, 2025

Lighting Group

E Lighting Group Holdings Limited

壹照明集團控股有限公司

(Incorporated in the Cayman Islands with limited liability)

Stock Code: 8222

FORM OF PROXY FOR THE ANNUAL GENERAL MEETING

TO BE HELD ON 12 SEPTEMBER 2025

I/We (Note 1)

of

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

HKN0.01 each in the share capital of E Lighting Group Holdings Limited (the "Company") HEREBY APPOINT THE CHAIRMAN OF THE ANNUAL GENERAL MEETING (Note 3), or

of

as my/our proxy to attend and act for me/us and on my/our behalf at the annual general meeting of the Company to be held at 11:00 a.m. on Friday, 12 September 2025 at 21/F, Grand Millennium Plaza, 181 Queen's Road Central, Hong Kong (or at any adjournment thereof) (the "Meeting") to vote for me/us and in my/our name(s) in respect of such resolutions as hereunder indicated, or, 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/she thinks fit.

ORDINARY RESOLUTIONS		FOR (Note 4)	AGAINST (Note 4)
1.	To receive and consider the audited consolidated financial statements and the reports of the directors and auditor of the Company for the year ended 31 March 2025.
2.	(a) To re-elect Mr. Hui Kwok Keung Raymond as an executive director of the Company.
	(b) To re-elect Ms Wong Long Yan Milka as an independent non-executive director of the Company.
3.	To authorise the board of directors of the Company to fix the remuneration of the directors of the Company.
4.	To re-appoint BDO Limited as auditor of the Company and to authorise the board of directors of the Company to fix its remuneration.
5.	To grant a general mandate to the directors of the Company to allot, issue and deal with new Shares not exceeding 20% of the total number of Shares in issue (excluding treasury shares) as at the date of passing this resolution.
6.	To grant a general mandate to the directors of the Company to repurchase Shares not exceeding 10% of the total number of Shares in issue (excluding treasury shares) as at the date of passing this resolution.
7.	To extend the general mandate granted to the directors of the Company to allot, issue and deal with additional Shares not exceeding the total number of the Shares repurchased by the Company.
SPECIAL RESOLUTION		FOR (Note 4)	AGAINST (Note 4)
8.	To approve the proposed amendments to the existing articles of association of the Company as set out in Appendix III to the circular of the Company dated 11 July 2025 (the "Proposed Amendments") and the adoption of the third amended and restated memorandum and articles of association containing all the Proposed Amendments in substitution for and to the exclusion of the existing memorandum and articles of association of the Company.

Shareholder's Signature (Note 6)

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 proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all Shares registered in your name(s).
3. If any proxy other than the chairman of the Meeting is preferred, strike out "THE CHAIRMAN OF THE ANNUAL GENERAL MEETING, or" 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.
4. 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.
5. Any member of the Company entitled to attend and vote at the Meeting shall be entitled to appoint another person as his proxy to attend and vote instead of him. A member who is the holder of two or more Shares may appoint more than one proxy to represent him and vote on his behalf at a general meeting of the Company. A proxy need not be a member. In addition, a proxy or proxies representing either a member who is an individual or a member which is a corporation shall be entitled to exercise the same powers on behalf of the member which he or they represent as such member could exercise.
6. 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 duly authorised to sign the same.
7. The instrument appointing a proxy and (if required by the board of directors of the Company) the power of attorney or other authority (if any), under which it is signed or a certified copy of such power or authority shall be delivered to the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, located at 17/F., Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than 48 hours before the time appointed for holding the Meeting at which the person named in the instrument proposes to vote.
8. Delivery of an instrument appointing a proxy shall not preclude a member from attending and voting in person at the Meeting convened if the member so wish and in such event, the instrument appointing a proxy should be deemed to be revoked.
9. Where there are joint holders of any Share, any one of such joint holder may vote either in person or by proxy in respect of such Share as if he/she were solely entitled thereto; but if more than one of such joint holders be present at the Meeting, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the register of members in respect of the joint holding.
10. Completion and delivery of this proxy form will not preclude you from attending and voting at the Meeting in person if you so wish. In such event, the proxy form shall be deemed to be revoked.
11. Shareholders or their proxies attending the Meeting shall produce their identity documents.
12. The description of the resolutions herein is by way of summary only. The full text of the resolutions is set out in the notice of the Meeting.

*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 (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 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."