Fulu Holdings Limited — Proxy Solicitation & Information Statement 2025

Apr 28, 2025

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福禄控股

Fulu Holdings Limited

福祿控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2101)

FORM OF PROXY FOR USE AT ANNUAL GENERAL MEETING

I/We (Name) ________ (Block capitals) of (Address) ________

being the holder(s) of (Note 1) ________ shares of US$0.0001 each in the capital of Fulu 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 (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 14th Floor, Building B27, Optics Valley Financial Port, No. 77 Guanggu Avenue, East Lake High-tech Development Zone, Wuhan, Hubei Province, the PRC on Friday, 23 May 2025 at 11:00 a.m. and at any adjournment thereof or on any resolution or motion which is properly proposed thereat. My/Our proxy is authorised and instructed to vote as indicated (Note 3) in respect of the undermentioned resolutions:

Ordinary Resolutions (Note 3)		FOR (Note 4)	AGAINST (Note 4)
1.	To receive and adopt the audited consolidated financial statements of the Company and its subsidiaries and its consolidated affiliated entities for the year ended 31 December 2024 and the reports of the directors (the "Directors") and auditor thereon.
2.	(a) To re-elect Mr. Li Wai Chung as an independent non-executive Director;
	(b) To re-elect Mr. Wong Sincere as an independent non-executive Director;
	(c) To authorise the board of Directors (the "Board") of the Company to fix the remuneration of the Directors.
3.	To re-appoint Ernst & Young as auditor of the Company to hold office until the conclusion of the next annual general meeting of the Company and to authorise the Board to fix its remuneration.
4.	To grant a general mandate to the Directors to allot, issue and deal with (including any sale or transfer of treasury shares) additional shares not exceeding 20% of the issued shares (excluding treasury shares) of the Company.
5.	To grant a general mandate to the Directors to buy back shares not exceeding 10% of the issued shares (excluding treasury shares) of the Company.
6.	Conditional upon the passing of ordinary resolutions numbered 4 and 5, to extend the general mandate granted to Directors pursuant to ordinary resolution numbered 4 to issue shares by the addition to the number of the issued shares (excluding treasury Shares) of the Company which may be allotted or agreed conditional or unconditionally to be allotted by the Directors pursuant to such general mandate of an amount representing the number of shares bought back under the ordinary resolution numbered 5.

Dated this __ day of __ 2025

Signature(s) _________ (Note 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 member may appoint more than one proxy of his/her own choice. If such an appointment is made, please strike out the words “or failing him/her, 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 initialled by the person who signs it.
3. The full text of the resolutions are set out in the notice of the annual general meeting contained in the circular of the Company dated 28 April 2025 which is sent to the Shareholders together with this proxy form. Capitalized terms shall have the same meanings as those defined in the circular of the Company dated 28 April 2025.
4. 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.
5. This form of proxy must be signed by you or your attorney duly authorized in writing. If the appointor is a corporation, this form must be under common seal or under the hand of an officer, attorney, or other person duly authorized on that behalf.
6. 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 shareholders in respect of such share shall alone be entitled to vote in respect thereof.
7. To be valid, this form of proxy must be completed, signed and deposited at the Hong Kong share registrar of the Company, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, 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. before 11:00 a.m. on Wednesday, 21 May 2025). 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 meeting thereof) if they so wish.
8. Completion and delivery of the form of proxy will not preclude you from attending and voting at the meeting and, in such event, the form of proxy shall be deemed to be revoked.
9. References to time and dates in this form of proxy are to Hong Kong time and dates.

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 annual general 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(s) who provides administrative, computer and other services to us 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. You/your proxy (or proxies) has/have the right to request access to and correction of the relevant personal data in accordance with the provisions of the Personal Data (Privacy) Ordinance and any such request should be made in writing to the Hong Kong Privacy Officer of Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong or by email to hkinfo@computershare.com.hk.