Fulum Group Holdings Limited — Proxy Solicitation & Information Statement 2021

Aug 26, 2021

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(Stock Code: 1443)

PROXY FORM

Form of proxy for use by shareholders at the annual general meeting to be held at 26/F, Capital Tower, 38 Wai Yip Street, Kowloon Bay, Kowloon, Hong Kong at 11:00 a.m. on 28 September 2021

I/We (note a)

of

being the registered holder(s) of

(note b) shares (the “ Shares ”) of HK$0.001 each in the share capital of Fulum Group Holdings Limited (the “ Company ”) hereby appoint the chairman of the annual general meeting (the “ Meeting ”) of the Company or of

to act as my/our proxy (note c) at the Meeting to be held at 26/F, Capital Tower, 38 Wai Yip Street, Kowloon Bay, Kowloon, Hong Kong on 28 September 2021 at 11:00 a.m. (or any adjournment thereof) and to vote on my/our behalf as directed below. Please mark in the appropriate boxes to indicate how you wish your vote(s) to be cast on a poll.

	ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	FOR (note d)	AGAINST (note d)
1.	To receive and approve the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors and auditors of the Companyfor theyear ended 31 March 2021.
2.	(a)To re-elect Mr. YeungYun Chuen as an executive director of the Company;
	(b)To re-elect Mr. LeungSiu Sun as an executive director of the Company;
	(c)To re-elect Mr. YeungHo Wangas an executive director of the Company;
	(d)To re-elect Mr. NgNgai Man Raymond as an independent non-executive director of the Company;
	(e)To re-elect Mr. WongWai LeungJoseph as an independent non-executive director of the Company;
	(f)To re-elect Mr. Chan Chun BongJunbon as an independent non-executive director of the Company;and
	(g)To authorise the board of directors of the Companyto fix the remuneration of its directors.
3.	To appoint Zhonghui Anda CPA Limited as the auditor of the Company and to authorise the board of directors of the Companyto fix the remuneration of the auditor.
4.	To grant a general and unconditional mandate to the directors of the Company to allot, issue or otherwise deal with the additional shares in the capital of the Company not exceeding 20% of the total number of issued shares of the Companyas at the date of thepassingof this resolution.
5.	To grant a general and unconditional mandate to the directors of the Company to repurchase shares in the capital of the Company not exceeding 10% of the total number of issued shares of the Company as at the date of thepassingof this resolution.
6.	Conditional upon resolutions 4 and 5 above being passed, the general and unconditional mandate granted to the directors to allot, issue or otherwise deal with the additional shares in the capital of the Company pursuant to resolution 4 be extended by the total number of shares of the Company repurchased by the Company under the authority grantedpursuant to resolution 5.
			SPECIAL RESOLUTION	FOR (note d)	AGAINST (note d)
7.	(a) (b)	To consider and and adopt the n To authorise th and make all su give effect to th	approve the proposed amendments to the existing articles of association of the Company ew articles of association of the Company; and e directors of the Company to do all such acts and things and execute all such documents ch arrangement as they shall, in their absolute discretion, deem necessary or expedient to eproposed amendments to the articles of association of the Company.
Date Shar Notes a b c d	d this day of 2021. eholder’s signature x x_(notes e to j) :_ Full name(s) and address(es) are to be inserted inBLOCK CAPITAL LETTERS. The names of all joint registered holders should be stated. Please insert the number of Shares registered in your name(s) to which the proxy related. If no number is inserted, this form of proxy will be deemed to relate to all the Shares in the share capital of the Company registered in your name(s). A proxy need not be a member of the Company. If you wish to appoint some person other than the chairman of the Meeting as your proxy, please delete the words “the chairman of the annual general meeting (the “Meeting”) of the Company or” and insert the name and address of the person appointed in the space provided. A member of the Company entitled to attend and vote at the Meeting is entitled to appoint in written form one or, if he is the holder of two or more Shares, more proxies to attend and vote instead of him. If you wish to vote for any of the resolutions set out above, please tick (“3”) the boxes marked “For”. If you wish to vote against any of the resolutions, please tick (“3”) the boxes marked “Against”. If you wish to vote only part of the number of Shares in respect of which the proxy is so appointed, please state the exact number of Shares in lieu of tick (“3”) in the relevant box. If the form returned is duly signed but without specific direction on any of the proposed resolutions, the proxy will vote or abstain at his/her discretion in respect of all resolutions; or if in respect of a particular proposed resolution there is no specific direction, the proxy will, in relation to that particular proposed resolution, vote or abstain 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.		day of

• e In the case of joint holders of Shares, any one of such joint holders 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 are present at the Meeting personally or by proxy, that one of the said persons so present whose name stands first on the register in respect of such share shall alone be entitled to vote in respect thereof.

• f The instrument appointing a proxy shall be in writing under the hand of the appointor or of his/her attorney duly authorised in writing, or if the appointor is a corporation, either under seal or under the hand of an officer or attorney duly authorised.

• g To be valid, this form of proxy together with any power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power of authority must be deposited with the Hong Kong branch share registrar and transfer office (“ Branch Registrar ”) of the Company, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time fixed for holding of the Meeting or any adjournment thereof.

• h For the purpose of determining members who are qualified for attending the annual general meeting, the register of members of the Company will be closed from Tuesday, 21 September 2021 to Tuesday, 28 September 2021 (both days inclusive), during which period no transfer of Shares will be effected. In order to qualify for attending the Meeting or any adjournment thereof, all transfers of Shares accompanied by the relevant share certificates must be lodged with the Branch Registrar at the above address by no later than 4:30 p.m. on Monday, 20 September 2021.

• i Completion and delivery of an instrument appointing a proxy shall not preclude a member from attending and voting in person at the Meeting or any adjournment thereof and in such event, the instrument appointing a proxy shall be deemed to be revoked.

• j Any alteration made to this form should be initialled by the person(s) who sign(s) the form.

PERSONAL INFORMATION COLLECTION STATEMENT

“Personal Data” in this statement has the same meaning as “personal data” defined in the Personal Data (Privacy) Ordinance, Chapter 486 of the Laws of Hong Kong (““ Purposes ”). If you fail to supply sufficient information, the Company may not be able to process your instructions. The Company may disclose or transfer PDPO ”). Your supply of the Personal Data is on a voluntary basis and for the purpose of processing your instructions as stated in this Form (the the Personal Data to its subsidiaries, its Share Registrar and/or third party service provider who provides administrative, computer and other services to the Company for use in connection with the Purposes 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. The Personal Data will be retained for such period as may be necessary to fulfil the Purposes (including for verification and record purposes). Request for access to and/or correction of the Personal Data can be made in accordance with the provisions of the PDPO and any such request should be in writing and sent to the Privacy Compliance Officer of Tricor Investor Services Limited at the above address.