Edvantage Group Holdings Limited — Proxy Solicitation & Information Statement 2024

Dec 31, 2024

中汇集团

Advantage Group

Advantage Group Holdings Limited

中滙集團控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 0382)

FORM OF PROXY FOR USE AT ANNUAL GENERAL MEETING

I/We (Name) (Block Capital, please)

of (Address)

being the holder(s) of _______ (see Note 1) shares of US$0.01 each in the capital of Advantage Group Holdings

Limited (the "Company") hereby appoint (Name)

of (Address)

or failing him/her (Name)

of (Address)

or failing him/her, the chairman of the meeting (see Note 2) as my/our proxy to attend and vote for me/us and on my/our behalf at the annual general meeting of the Company to be held at Room 1102, 11/F, Wing On Plaza, 62 Mody Road, Tsim Sha Tsui, Kowloon, Hong Kong on 24 January 2025 at 4:30 pm, and at any adjournment or postponement thereof or on any resolution or motion which is proposed thereat. My/Our proxy is authorised and instructed to vote as indicated (see Note 3) in respect of the undermentioned resolutions:

Ordinary Resolutions (see Note 3)		For (see Note 3)	Against (see Note 3)
1.	To receive and adopt the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors and auditor for the year ended 31 August 2024.
2.	(a) To declare a final dividend of HK10.0 cents per share of the Company for the year ended 31 August 2024 (“Final Dividend”) out of the share premium account.
	(b) Conditional on resolution numbered 2(a) as set out in the notice convening the Meeting having been passed, to approve that the Final Dividend be payable in cash with a scrip dividend alternative, allowing Eligible Shareholders (as defined in the circular of the Company dated 31 December 2024) to choose to receive the Final Dividend wholly or partly in the form of allotment of new Shares, credited as fully paid, in lieu of cash.
3.	(a) To re-elect the following retiring directors of the Company:
	(i) Ms. Chen Yuan, Rita, executive director
	(ii) Mr. Liu Yung Kan, non-executive director
	(iii) Mr. O’Yang Wiley, independent non-executive director
	(b) To authorise the board of directors of the Company to fix the remuneration of the directors.
4.	To re-appoint Deloitte Touche Tohmatsu as auditor of the Company and authorise the board of directors of the Company to fix their remuneration.
5.	(A) To give a general mandate to the directors of the Company to allot, issue and deal with additional shares (including sale or transfer of treasury shares) not exceeding 20% of the number of issued shares of the Company (excluding treasury shares) as at the date of this resolution as set out in the ordinary resolution No. 5(A) of the notice convening the annual general meeting.
	(B) To give a general mandate to the directors of the Company to repurchase shares not exceeding 10% of the number of issued shares of the Company (excluding treasury shares) as at the date of this resolution as set out in the ordinary resolution No. 5(B) of the notice convening the annual general meeting.
	(C) To extend the authority given to the directors of the Company pursuant to ordinary resolution no. 5(A) to allot, issue and deal with additional shares (including sale or transfer of treasury shares) by adding to the number of issued shares of the Company the number of shares repurchased under ordinary resolution no. 5(B) as set out in the ordinary resolution No. 5(C) of the notice convening the annual general meeting.

Date: _______

Signature(s) (see Notes 4 & 5): _______

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Notes:

1. 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).

2. A shareholder may appoint more than one proxy of his/her own choice. If such an appointment is made, strike out the words “the chairman of the meeting”, and insert the name(s) of the person(s) appointed as proxy in space provided. Any alteration made to this form of proxy must be initialed by the person who signs it.

3. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, PLEASE TICK THE BOX MARKED “For”. IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, PLEASE TICK THE BOX MARKED “Against”. Failure to tick a box will entitle your proxy to cast your vote at his/her discretion. 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. If the appointor is a corporation, this form must be executed under common seal or under the hand of an officer, attorney, or other person duly authorised on that behalf.

5. In the case of joint holders, the signature of any one holder will be sufficient but the names of all the joint holders should be stated. Where there are joint holders of any share of the Company, any one of such joint holders may vote at the meeting, 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, will be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined as that one of the said persons so present whose name stands first on the register of members of the Company in respect of such share shall alone be entitled to vote in respect thereof.

6. To be valid, this form of proxy must be completed, signed and deposited at the Hong Kong branch share registrar and transfer office of the Company, Link Market Services (Hong Kong) Pty Limited at Suite 1601, 16/F., Central Tower, 28 Queen’s Road Central, Central, Hong Kong, together with the power of attorney or other authority (if any) under which it is signed (or a notarially certified copy thereof), not less than 48 hours before the time for holding the meeting (i.e. by 22 January 2025 on 4:30 p.m., Hong Kong time) or any adjournment or postponement thereof. The completion and return of the form of proxy shall not preclude shareholders of the Company from attending and voting in person at the above meeting (or any adjourned or postponed meeting thereof) if they so wish.

7. A proxy need not be a shareholder of the Company.

PERSONAL INFORMATION COLLECTION STATEMENT

“Personal Data” in this form of proxy has the same meaning as “personal data” in the Personal Data (Privacy) Ordinance, Cap 486 (“PDPO”), which includes your and your proxy’s name and address.

You and your proxy’s Personal Data provided in this form of proxy will be used in connection with processing your request for the appointment of a proxy to attend, act and vote on your behalf as directed above at the Meeting. The supply of your and your proxy’s Personal Data is on a voluntary basis. However, the Company may not be able to process your request unless you provide us with your and your proxy’s Personal Data.

Your and your proxy’s Personal Data will be disclosed or transferred to the Company’s share registrar and its Hong Kong branch share registrar and transfer office and/or other companies or bodies for the purpose stated above, or when it is required to do so by law, for example, in response to a court order or a law enforcement agency’s request, and will be retained for such period as may be necessary for our verification and record purpose.

By providing your proxy’s Personal Data in this form of proxy, you should have obtained the express consent (which has not been withdrawn in writing) from your proxy in using his/her Personal Data provided in this form of proxy and that you have informed your proxy of the purpose for and the manner in which his/her Personal Data may be used.

You/your proxy have/has the right to request access to and/or correction of your/your proxy’s Personal Data respectively in accordance with the provisions of the PDPO. Any such request for access to and/or correction of your/your proxy’s Personal Data should be in writing by either of the following means:

By mail to: Personal Data Privacy Officer
Link Market Services (Hong Kong) Pty Limited
Suite 1601, 16/F., Central Tower,
28 Queen’s Road Central, Central, Hong Kong
By email to: hkenquiries@linkmarketservices.com