Fourace Industries Group Holdings Limited — Proxy Solicitation & Information Statement 2021

Jul 23, 2021

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FOURACE INDUSTRIES GROUP HOLDINGS LIMITED 科利實業控股集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1455)

FORM OF PROXY FOR THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON 9 AUGUST 2021

I/We[(Note][1)]

of

being the registered holder(s) of

(Note 2) shares of

HK$0.01 each in the issued share capital of Fourace Industries Group 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 my/us and on my/our behalf as directed below at the extraordinary general meeting of the Company (the ‘‘EGM’’) to be held at Crystal Room IV, 3/F, Panda Hotel, 3 Tsuen Wah Street, Tsuen Wan, Hong Kong on 9 August 2021 at 11:30 a.m., or immediately after the conclusion of the annual general meeting of the Company to be held on the same day, whichever is later (and at any adjournment thereof). Please tick (‘‘P’’) the appropriate boxes to indicate how you wish your vote(s) to be cast[(Note][4)] .

Please tick (‘‘P’’) the appropriate boxes to indicate how you wish your vote(s) to be cast (Note 4).	Please tick (‘‘P’’) the appropriate boxes to indicate how you wish your vote(s) to be cast (Note 4).	Please tick (‘‘P’’) the appropriate boxes to indicate how you wish your vote(s) to be cast (Note 4).	Please tick (‘‘P’’) the appropriate boxes to indicate how you wish your vote(s) to be cast (Note 4).
ORDINARY RESOLUTIONS					AGAINST
	ORDINARY RESOLUTIONS			FOR	AGAINST
	1.	(a)	(i) To approve, confirm and ratify the grant, allotment and issue of 3,812,500 Award Shares to Ms. Li Sen Julian, an executive Director and accordingly a connected person of the Company. (ii) To authorise any one or more of the Directors to execute all such other documents, do all other acts and things and take such action as may in the opinion of the Director(s) be necessary, desirable or expedient to implement and give effect to the allotment and issue of Award Shares to Ms. Li Sen Julian and any other transactions contemplated thereunder.
		(b)	(i) To approve, confirm and ratify the grant, allotment and issue of 3,812,500 Award Shares to Ms. Tang Suk Yee, an executive Director and accordingly a connected person of the Company. (ii) To authorise any one or more of the Directors to execute all such other documents, do all other acts and things and take such action as may in the opinion of the Director(s) be necessary, desirable or expedient to implement and give effect to the allotment and issue of Award Shares to Ms. Tang Suk Yee and any other transactions contemplated thereunder.
	2.	To grant the Specific Mandate to allot and issue an aggregate of 7,625,000 new Shares to the Connected Grantees (namely, Ms. Li Sen Julian and Ms. Tang Suk Yee).

Dated this day of 2021 Signature(s)[(Note][5)]

Notes:

1. Full name(s) and address(es) to 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). 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). If more than one proxy is appointed, the number of shares in respect of which each such proxy so appointed must be specified.

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. Any shareholder of the Company entitled to attend and vote at the EGM is entitled to appoint more than one proxy to attend, and on a poll, vote instead of him. A proxy need not be a shareholder of the Company. If more than one proxy is appointed, the number of shares in respect of which each such proxy so appointed must be specified in the form of proxy.

4. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, PLEASE TICK (‘‘P’’) THE BOX MARKED ‘‘FOR’’. IF YOU WISH TO VOTE AGAINST A RESOLUTION, PLEASE TICK (‘‘P’’) 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 at his discretion on any resolution properly put to the EGM other than those referred to in the notice convening the EGM.

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

6. On a show of hands every shareholder who is present in person or by proxy(ies) shall have one vote provided that where more than one proxy is appointed by a shareholder which is a clearing house (or its nominee(s)), each such proxy shall have one vote on a show of hands. If a shareholder (other than a clearing house (or its nominees)) appoints more than one proxy, only one of the proxies so appointed and specified in the form of proxy is entitled to vote on the resolution on a show of hands. In the case of a poll, every shareholder present in person or by proxy(ies) shall be entitled to one vote for each share held by him.

7. In case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of 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.

8. IntheorderCompanyto be’svalid,HongthisKongformbranchof proxy,sharetogetherregistrarwithand thetransferpoweroffice,of attorneyTricororInvestorother authorityServices (ifLimited,any) underat Levelwhich54,itHopewellis signed Centre,or a certified183 Queencopy’sthereof,Road East,must Hongbe depositedKong notat less than 48 hours before the time appointed for holding the EGM or any adjournment thereof.

9. Completion and delivery of this form of proxy will not preclude you from attending and voting at the EGM if you so wish. 10. References to time and dates in this form of proxy are to Hong Kong time and dates.

PERSONAL INFORMATION COLLECTION STATEMENT

andYouryoursupplyvotingof yourinstructionsand yourforproxythe ’EGMs (or proxiesof the ’Company) name(s) (theand ‘‘address(es)Purposes’’is). onWea mayvoluntarytransferbasisyourforandthe yourpurposeproxyof’sprocessing(or proxiesyour’) name(s)request andfor theaddress(es)appointmentto ourof agent,a proxycontractor,(or proxies)or requestthird partythe serviceinformationprovideror arewhootherwiseprovidesrelevantadministrative,for the Purposescomputerandandneedotherto servicesreceive theto usinformation.for use in Yourconnectionand yourwithproxythe ’Purposess (or proxiesand’)toname(s)such partiesand address(es)who are authorizedwill be retainedby lawforto such period as may be necessary to fulfil the Purposes. You/your proxy (or proxies) has/have the right to request access to and/or correction of the relevant personal data in accordance with the provisions of the Personal Data (Privacy) Ordinance and any such request should be in writing by mail to the Company at Unit Nos. 1106–1107, 11/F Manhattan Centre, 8 Kwai Cheong Road, Kwai Chung, New Territories, Hong Kong/Tricor Investor Services Limited at the above address or by email to ir.contact@fourace.com.