Gilston Group Limited — Proxy Solicitation & Information Statement 2024

Feb 26, 2024

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China Apex Group Limited 中 國 恒 泰 集 團 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2011)

FORM OF PROXY FOR THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON 21 MARCH 2024 OR ANY ADJOURNMENT THEREOF

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

being the registered holder(s) of [(Note][2)]

shares of

HK$0.01 each in the issued share capital of China Apex Group Limited (the “ Company ” and the “ Shares ”) hereby appoint the Chairman of the meeting [(Note][3)] or of

as my/our proxy to attend, act and vote for me/us and on my/our behalf as directed below at the extraordinary general meeting of the Company (the “ EGM ”) to be held at 11 a.m. on Thursday, 21 March 2024 at The Boardroom, Lobby Level, The Langham, Hong Kong, 8 Peking Road, Tsim Sha Tsui, Kowloon, Hong Kong (and at any adjournment thereof) for the purpose of considering and, if thought fit, passing with or without amendments, the resolution set out in the notice convening the EGM and at the EGM (or any adjournment thereof) to vote for me/us and in my/our name(s) in respect of such resolution as hereunder indicated, and if no such indication is given, as my/our proxy thinks fit. Unless otherwise defined, the capitalised terms used herein shall have the same meanings as those set out in the circular of the Company dated 27 February 2024.

Please make a mark in the appropriate box(es) to indicate how you wish your vote(s) to be cast on a poll [(Note][4)] .

			SPECIAL RESOLUTION		FOR		AGAINST
	1	THAT:
		(a)	subject to and conditional upon the necessary approval of the Registrar of Companies in the
			Cayman Islands being obtained, the English name of the Company be changed from “China
			Apex Group Limited” to “Gilston Group Limited” and dual foreign name in Chinese of the
			Company from “中國恒泰集團有限公司” to “進騰集團有限公司” (the “Proposed Change
			of Company Name”); and
		(b)	any one of the directors of the Company be and is hereby authorised to do all such acts and
			things and execute all documents or make such arrangements including under seal where
			appropriate, as he/she may, in his/her absolute discretion, consider necessary or expedient to
			effect the Proposed Change of Company Name and to attend to any necessary registration
			and/or filing for and on behalf of the Company.
	Date:		2024	Signature(s)(Note 5)

Notes:

1. Full name(s) and address(es) are to be inserted in BLOCK CAPITALS .

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 strike out the words “the Chairman of the meeting” and insert the name and address of the proxy desired in the space provided. A member entitled to attend and vote at the EGM may appoint more than one proxy to attend and on a poll, vote on his behalf, provided that if more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed. A proxy need not be a member of the Company. 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 ANY RESOLUTION, PLEASE TICK ( ✔ ) THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, PLEASE TICK ( ✔ ) THE BOX MARKED “AGAINST”. If no direction is given, your proxy will vote or abstain at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the EGM other than those referred to in the notice convening the EGM.

5. This form of proxy must be signed by you or your attorney duly authorised in writing. In case of a corporation, the same must be either under its common seal or under the hand of an officer or attorney so authorised.

6. In case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of votes of the other joint holder(s) and for this purpose seniority will be determined by the order in which the names stand in the register of members of the Company.

7. In order 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 deposited at the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at 17/F., Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than 48 hours (i.e. no later than 11 a.m. on Tuesday, 19 March 2024) before the time fixed for holding the EGM or any adjournment thereof.

8. Completion and delivery of the form of proxy will not preclude you from attending and voting at the EGM if you so wish.

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 EGM 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 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/or 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 Tricor Investor Services Limited at 17/F., Far East Finance Centre, 16 Harcourt Road, Hong Kong for the attention of Privacy Compliance Officer.