Gaodi Holdings Limited — Proxy Solicitation & Information Statement 2024

Oct 25, 2024

formerly

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(Stock code: 1676)

Proxy form for use at the annual general meeting to be held on Friday, 13 December 2024

Capitalised terms shall have the same meanings as those defined in the circular of Gaodi Holdings Limited (the ‘‘Company’’) dated 25 October 2024.

I/We,[(Note][1)] of

being the registered holder(s) of[(Note][2)] the Company, hereby appoint the Chairman of the meeting or[(Notes][3][and][4)] of

ordinary shares of HK$0.10 each in the capital of

as my/our proxy to vote for me/us on my/our behalf as directed below at the AGM (or at any adjournment thereof) of the Company to be held at Unit 1205, 12/F, Gemdale Centre, 2007 Shennan Avenue, Futian District, Shenzhen, PRC on Friday, 13 December 2024 at 2:30 p.m. (Hong Kong time) and at such meeting (or at any adjournment thereof) to vote for me/us and in my/our name(s) as directed below or, if no such indication is given, as my/our proxy thinks fit.

• ORDINARY RESOLUTIONS[(Note][7)] FOR AGAINST[(Note][5)]

• 1. To receive the audited consolidated financial statements of the Company and its subsidiaries and the reports of the Directors and auditors of the Company for the year ended 30 June 2024.
• 1. (a) To re-elect Mr. Huang Jingsheng as an executive Director; (b) To re-elect Mr. Hong Jixiang as an executive Director; (c) To re-elect Ms. Chen Chun as an executive Director; (d) To re-elect Mr. Shum Ching Hei as an independent non-executive Director; (e) To re-elect Mr. Yang Minda as an independent non-executive Director; and (f) To authorise the Board to fix the Directors’ remuneration.
• 1. To re-appoint McMillan Woods (Hong Kong) CPA Limited as auditors of the Company and to authorise the Board to fix their remuneration.
• 1. To grant the Share Repurchase Mandate to the Directors. 5. To grant the General Mandate to the Directors. 6. To extend the General Mandate by adding thereto the aggregate number of Shares repurchased by the Company pursuant to the Share Repurchase Mandate.

Dated 2024

Shareholder’s signature[(Note][6)]

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS . The name of all joint holders should be stated. 2. Please insert the number of shares of the Company registered in your name(s); if no number is inserted, this proxy form will be deemed to relate to all the shares in the capital of the Company registered in your name(s).

2. A Shareholder entitled to attend and vote at the AGM is entitled to appoint more than one proxy to attend and vote instead of him. A proxy need not be a Shareholder. 4. If any proxy other than the Chairman of the meeting is preferred, strike out the words ‘‘the Chairman of the meeting or’’ and insert the name and address of proxy desired in the space provided.

3. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, PLEASE PLACE A ‘‘ ✓ ’’ IN THE RELEVANT BOX MARKED ‘‘FOR’’, IF YOU WISH TO VOTE AGAINST A RESOLUTION, PLEASE PLACE A ‘‘ ✓ ’’ IN THE RELEVANT BOX MARKED ‘‘AGAINST’’. Failure to complete the boxes will entitle your proxy to abstain or cast his vote at his discretion. Your proxy will also be entitled to abstain or vote at his discretion on any resolution properly put to the AGM other than those referred to in the notice convening the AGM.

4. This proxy form must be signed by you or your attorney duly authorized in writing or, in the case of a corporation, this proxy form must be under its common seal or under the hand of an officer or attorney or other person duly authorised.

5. The full text of the resolutions is set out in the notice of the AGM contained in the circular of the Company dated 25 October 2024 which is sent to the Shareholders together with this proxy form.

6. Where there are joint registered holders of any share, any one of such persons may vote at the AGM, either personally or by proxy, in respect of such share as if he were solely entitled thereto, but if more than one of such joint holders be present at the AGM 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.

7. In order to be valid, the form of proxy together with the power of attorney or other authority, if any, under which it is signed or a certified copy of that power of attorney or authority, must be deposited at the Company’s Hong Kong branch share registrar and transfer office, Computershare Hong Kong Investor Services Limited, 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for the holding of the meeting or any adjournment thereof. Delivery of the form of proxy shall not preclude a member of the Company from attending and voting in person at the meeting and, in such event, the instrument appointing a proxy shall be deemed to be revoked.

8. The resolutions will be determined by way of a poll. 11. Any alterations made in this form should be initialled by the person who signs it.

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 AGM of the Company or any adjournment thereof (the ‘‘ Purposes ’’). We may transfer your and proxy’s (or proxies) name(s) and address (es) to our agent, contractor, or third party service provider who provides us administrative, computer and other services for use in connection with the Purposes and to such parties, who are authorized by law to request the information or 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 fulfill 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 at the above address.