GHW International — Proxy Solicitation & Information Statement 2024

Jun 21, 2024

GHW International

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 9933)

FORM OF PROXY FOR THE EXTRAORDINARY GENERAL MEETING (or any adjournment thereof)

I/We [(Note][1)]

of

being the registered holder(s) of ordinary share(s) [(Note][2)] of HK$0.01 each (the “ Shares ”) in the share capital of GHW International (the “ Company ”) hereby appoint [(Note] 3) the chairman of the meeting or

of as my/our proxy to attend the extraordinary general meeting of the Company (the “ EGM ”) (or at any adjournment thereof) to be held at the 2nd Floor, 6th Building, Xincheng Science Park, No. 69 Aoti Street, Nanjing, the PRC on Monday, 15 July 2024 at 4 p.m. for the purposes of considering and, if thought fit, passing the resolution as set out in the notice convening the EGM (the “ Notice ”) and vote for me/us and in my/our name(s) in respect of the resolution as indicated below at the EGM (or at any adjournment thereof).

				ORDINARY RESOLUTION		FOR(Note 4)	AGAINST(Note 4)	AGAINST(Note 4)	AGAINST(Note 4)
	1.	(a) to approve the Capital Increase Agreement and the transactions contemplated
		thereunder; and
		(b) to authorise the directors of the Company or any other person authorised by the
		directors of the Company to sign, execute, perfect and deliver all			such documents
		and do		all such deeds, acts, matters and things as they may in their absolute
		discretion consider necessary or desirable for the purpose of or in connection
		with the implementation of the Capital Increase Agreement, and other matters
		contemplated thereunder or ancillary thereto, to waive compliance from and/or
		agree to any amendment or supplement to any of the provisions of the Capital
		Increase Agreement which in their opinion is not of a material nature and to
		effect or implement any other matters.

Dated Signature [(Note][5)]

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS . The name(s) of all joint 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 registered in your name(s).

3. If any proxy other than the chairman of the meeting is preferred, please delete the words “the chairman of the meeting, or” and insert the name and address of the proxy desired in the space provided. The proxy need not be a member of the Company but must attend the meeting in person to represent you. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

4. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION, TICK THE APPROPRIATE BOXES MARKED “FOR”. IF YOU WISH TO VOTE AGAINST THE RESOLUTION, TICK THE APPROPRIATE BOXES MARKED “AGAINST” . Failure to complete any or all the boxes will entitle your proxy to cast his votes at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the meeting other than those referred to in the Notice.

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

6. Where there are joint registered holders of any Share(s), any one of such persons may vote at the EGM, either personally or by proxy, in respect of such Share(s) as if he were solely entitled thereto, but if more than one of such joint holders is present at the EGM, personally or by proxy, then the holder so present whose name stands first on the register of members of the Company in respect of such 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 of such power of attorney or other authority, must be deposited at the Company’s branch share registrar and transfer office in Hong Kong, Link Market Services (Hong Kong) Pty Limited at Suite 1601, 16/F, Central Tower, 28 Queen’s Road Central, Hong Kong not less than 48 hours before the time appointed for holding the said meeting (i.e. not later than 4 p.m. on Saturday, 13 July 2024 (Hong Kong Time)) or any adjournment thereof.

8. Completion and return of the form of proxy shall not preclude you from subsequently attending and voting in person at the EGM (or at any adjournment thereof) (as the case may be). Should you so wish, and in such event, the authority given to the proxy shall be deemed to be revoked.

PERSONAL INFORMATION COLLECTION STATEMENT

• (i) of“PersonalHong KongData”(thein these“ PDPO statements”). has the same meaning as “personal data” in the Personal Data (Privacy) Ordinance, Chapter 486 of the Laws

• (ii) Your supply of the Personal Data to the Company is on a voluntary basis and is used for processing your instructions and/or requests as stated in this form of proxy.

• (iii) Your Personal Data will not be transferred to other third parties (other than the Share Registrar of the Company) unless it is a requirement to do so by law, for example, in response to a court order or a law enforcement agency’s request and will be retained for such period as may be necessary for our verification and record purposes.

• (iv) You have the right to request access to and/or correction of your Personal Data in accordance with the provisions of the PDPO. Any such request should be in writing addressed to the Personal Data Privacy Officer of Link Market Services (Hong Kong) Pty Limited at Suite 1601, 16/F, Central Tower, 28 Queen’s Road Central, Hong Kong.