Genesis Scale Holdings Limited — Proxy Solicitation & Information Statement 2026

Apr 27, 2026

激源控股

Genesis scale
Genesis Scale Holdings Limited
瀚源控股有限公司
(Incorporated in Bermuda with limited liability)
(Stock Code: 439)

Form of Proxy for use at the Annual General Meeting to be held on 30 June 2026

1/We (Note 1)

of

being the registered holder(s) of (Note 2) shares of HK$0.1 each in the capital of

Genesis Scale Holdings Limited (the "Company") HEREBY APPOINT the Chairman of the Meeting or (Note 3)

of

as my/our proxy to attend on my/our behalf at the annual general meeting of the Company (the "Meeting") to be held at 10/F, United Centre, 95 Queensway, Admiralty, Hong Kong on Tuesday, 30 June 2026 at 11:00 a.m. or at any adjournment thereof for the purpose of considering and, if thought fit, vote for me/us and in my/our name(s) in respect of the resolutions set out in the notice convening the Meeting as indicated below.

ORDINARY RESOLUTIONS		FOR (Note 4)	AGAINST (Note 4)
1.	To receive the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors of the Company ("Director(s)") and of the auditor of the Company for the year ended 31 December 2025;
2.	To approve the re-election of Dr. Zhang Yangyang as an executive Director of the Company and to authorise the board (the "Board") of directors to determine his remuneration;
3.	To approve the re-election of Dr. Liu Weiwen as an executive Director of the Company and to authorise the Board to determine his remuneration;
4.	To approve the re-election of Mr. Lin Ge as an executive Director of the Company and to authorise the Board to determine his remuneration;
5.	To approve the re-election of Mr. Choi Wing Koon as an independent non-executive Director of the Company and to authorise the Board to determine his remuneration;
6.	To approve the re-election of Mr. Zhang Xinxing as an independent non-executive Director of the Company and to authorise the Board to determine his remuneration;
7.	To approve the re-election of Ms. Chiu Wing Yan as an independent non-executive Director of the Company and to authorise the Board to determine her remuneration;
8.	To re-appoint Prism Kong Hong Limited as the auditor of the Company and to authorise the board of Directors to fix its remuneration;
9.	A. To approve a general mandate to the Directors to allot, issue or otherwise deal with the additional ordinary shares not exceeding 20% of the issued ordinary shares of the Company.
	B. To approve a general mandate to the Directors to repurchase ordinary shares not exceeding 10% of the issued ordinary shares of the Company;
	C. To extend the general mandate granted under resolution No. 9A by including the number of ordinary shares repurchased by the Company pursuant to resolution No. 9B; and
SPECIAL RESOLUTION		FOR (Note 4)	AGAINST (Note 4)
10.	To approve the amended and restated bye-laws of the Company and the adoption of the same.

Signature(s) (Note 5)

Dated:

Note:

(1) Full name(s) and address(es) to be inserted in BLOCK CAPITALS as set out in the register of members of the Company. The names of all joint registered holders should be stated.

(2) Please insert the number of ordinary shares registered in your name(s) and to which this form of proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all the ordinary shares in the capital of the Company registered in your name(s).

(3) Every member of the Company entitled to attend and vote at the Meeting is entitled to appoint more than one proxy (if a member who is holder of two or more shares) to attend and vote for him/her on his/her behalf at the Meeting. A proxy need not be a member of the Company but must attend the Meeting in person to represent you. If any proxy other than the Chairman of the Meeting is desired, strike out the words "the Chairman of the Meeting or" and insert the name and address of the proxy desired in the space provided. If no name is inserted, the Chairman of the Meeting will act as your proxy. Any alteration made to this form of proxy must be initialed by the person who signs it.

(4) IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, PLEASE TICK (✓) IN THE RELEVANT BOX MARKED "FOR". IF YOU WISH TO VOTE AGAINST A RESOLUTION, PLEASE TICK (✓) IN THE RELEVANT BOX MARKED "AGAINST". Failure to tick either will entitle your proxy to cast his/her votes at his/her discretion or abstain as he/she thinks fit. Your proxy will also be entitled to vote at his/her discretion or abstain 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 authorised in writing or, in the case of a corporation, this form of proxy must either be executed under its common seal or under the hand of an officer or attorney duly authorised.

(6) In the case of joint registered holders of any ordinary share, any one of such persons may vote at the Meeting, either personally or by proxy, in respect of such ordinary share(s) as if he/she were solely entitled thereto, but if more than one of such joint holders are present at the Meeting, either personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such ordinary share(s), shall alone be entitled to vote in respect thereof.

(7) To be valid, this form of proxy together with the power of attorney or other authority, if any, under which it is signed or a certified copy thereof, must be lodged at the Company's share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, in accordance with the instructions printed thereon by 11:00 a.m. on Sunday, 28 June 2026 or not less than 48 hours before the time appointed for holding the Meeting or any adjournment thereof.

(8) Completion and return of this form of proxy will not preclude you from attending and voting at the Meeting or at any adjournment thereof (as the case may be) in person if you so wish. In such event, this form of proxy will be deemed to be revoked.

(9) The Company reserves the right to treat any proxy form which has been incorrectly completed in same manner which (as its absolute discretion) is not material as being valid.

(10) The full text of the resolutions is set out in the notice convening the Meeting.

(11) Unless otherwise stated, capitalised terms used above shall have the same meanings as set out in the notice convening the Meeting.

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 Meeting of the Company (the "Purpose"). We may transfer your and your proxy's (or proxies') name(s) and address(es) to our agent, contractor, or third party service provider who provides administrative, computer and other services to us for use in connection with the Purposes and to such parties who are authorized 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. 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/Tricor Secretaries Limited at the above address.