Goldstone Capital Group Limited — Proxy Solicitation & Information Statement 2022

Jul 26, 2022

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優創金融集團控股有限公司

YOUTH CHAMP FINANCIAL GROUP HOLDINGS LIMITED

(Incorporated in Bermuda with limited liability)

(Stock code: 1160)

FORM OF PROXY

Form of proxy for use by shareholders at the annual general meeting to be held at 10:30 a.m. on Tuesday, 30 August 2022 at Unit 503, 5th Floor, Greenfield Tower, Concordia Plaza, 1 Science Museum Road, Kowloon, Hong Kong (or any adjournment thereof)

I/We [(note][a)] (Name(s)) of (Address(es)) beingsharesCompanytheof HK$0.10(theregistered“ Meeting eachholder(s)”)inortheofcapital of Youth Champ Financial Group Holdings Limited (the “ Company ”) hereby appoint the Chairman of the annual general meeting (Name(s))(note of the b) ofto act as my/our proxy [(note][c)] to attend for me/us at the Meeting (or any adjournment thereof) to be held at 10:30 a.m. on Tuesday, 30 August 2022 at Unit 503, (Address(es)) 5th Floor, Greenfield Tower, Concordia Plaza, 1 Science Museum Road, Kowloon, Hong Kong for the purpose of considering and, if thought fit, passing the resolutions hereunder, and to vote on my/our behalf at the Meeting (or any adjournment thereof) in respect of the resolutions as hereunder indicated or, if no indication is given, as my/our proxy thinks fit:

			ORDINARY RESOLUTIONS (note d)		FOR (note e)	FOR (note e)	AGAINST (note e)	AGAINST (note e)
	1.		To receive and approve the audited financial statements of the Company and the reports of the directors (the
			“Directors”) and the auditors (the “Auditors”) of the Company for the year ended 31 March 2022.
	2.		(a)to re-elect Ms. Chan Mei Yan as executive Director.
			(b)to re-elect Mr. Lee Hung Yuen as non-executive Director.
			(c)to re-elect Ms. Guo Yanchun as non-executive Director.
			(d)to re-elect Mr. Chen Huaiyuan as non-executive Director.
			(e)to re-elect Ms. Ma Yin Fan as independent non-executive Director.
			(f)to re-elect Mr. Lam King as independent non-executive Director.
			(g)to authorise the board of Directors (the “Board”) to fix the remuneration	of the Directors.
	3.		To re-appoint Crowe (HK) CPA Limited as the Auditors and to authorise the Board to fix their remuneration.
	4.		To grant a general mandate to the Directors to allot, issue and deal with the unissued shares of HK$0.10		each in the
			share capital of the Company, the aggregate number of which shall not exceed 20% of the aggregate number of the
			issued shares of the Company as at the date of passing of this resolution.
	5.		To grant a general mandate to the Directors to repurchase the Company’s shares up to 10% of the aggregate number of
			issued shares of the Company as at the date of passing of this resolution.
	6.		To add the aggregate number of the shares in the Company repurchased by the Company under resolution		no. 5 above
			to the general mandate granted to the Directors under resolution no. 4 above.
			SPECIAL RESOLUTION (note d)		FOR (note e)		AGAINST (note e)
	7.		To approve and adopt the Amended Bye-laws (as defined in the circular of the Company dated 27 July 2022) in
			substitution for, and to the exclusion of the existing Bye-laws of the Company with immediate effect after		the close of
			the Meeting and authorise any one director or officer of the Company to do all things necessary to give effect to the
			adoption of the Amended Bye-laws.
	Dated		thisday of, 2022.

Signature of shareholder(s):

(notes f and g)

Notes:

• b.a. PleasePlease insertinsert fullthe numbername(s)ofandsharesaddress(es)in the capitalin BLOCKof theCAPITALCompanyLETTERS.(the “ Shares In the”) registeredcase of jointin yourregisteredname(s).holders,If no thenumbernamesis ofinserted,all jointthisholdersform shouldof proxybewillstated.be deemed to relate to all the Shares registered in your name(s). If more than one proxy is appointed, the number of Shares in respect of which each such proxy was so appointed must be specified.

• c. A member entitled to attend and vote at the Meeting is entitled to appoint one or more proxies of his own choice to attend and vote on his behalf. A proxy needs not be a member of the Company but must attend the Meeting (or anyCompanyadjournment(the “ Meeting thereof)”)inor”personand insertto representthe name(s)you. andIf youaddress(es)wish to appointof the person(s)some person(s)appointedotherin thanthe spacesthe Chairmanprovided.ofIftheno Meetingname(s) asandyouraddress(es)proxy, pleaseare inserted,delete thethe wordsChairman“theofChairmanthe Meetingof thewillannualact asgeneralyour proxy.meeting of the

• d. The full text of each of the resolutions is set out in the notice of the Meeting incorporated in the circular of the Company dated 27 July 2022. e. IMPORTANT: IF YOU WISH TO VOTE FOR ANY OF THE RESOLUTIONS SET OUT ABOVE, PLEASE TICK (“ ✔ ”) THE BOXES MARKED “FOR”. IF YOU WISH TO VOTE AGAINST ANY OF THE RESOLUTIONS SET OUT ABOVE, PLEASE TICK (“ ✔ ”) THE BOXES MARKED “AGAINST”. If the form of proxy returned is duly signed but contains no specific direction on any one or more of the proposed resolutions, the proxy will vote or abstain at his discretion in respect of the corresponding proposed resolution(s). A proxy will also be entitled to vote at his discretion on any resolution properly put to the Meeting (or any adjournment thereof) other than those set out in the notice of the Meeting.

• f. In the case of joint registered holders of any Share, any one of such joint holders may vote at the Meeting (or any adjournment thereof), 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 are present at the Meeting (or any adjournment thereof) personally or by proxy, that one of the said joint holders so present whose name stands first on the register in respect of such Share shall alone be entitled to vote in respect thereof.

• g. This form of proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing, or if the appointor is a corporation, either under its seal or under the hand of an officer or attorney duly authorised.

• h. 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 or authority must be deposited at the Company’s Hong Kong branch share registrar and transfer office, Boardroom Share Registrars (HK) Limited, at Room 2103B, 21/F, 148 Electric Road, North Point, Hong Kong not less than 48 hours before the time for holding the Meeting (or any adjournment thereof).

• i. Completion and delivery of this form of proxy will not preclude you from attending and voting in person at the Meeting (or any adjournment thereof) if you so wish, and in such event, this form of proxy shall be deemed to be revoked.

• j. Any alteration made to this form of proxy should be initialed by the person(s) who sign(s) it. k. A member or his proxy shall produce proof of identity when attending the Meeting (or any adjournment thereof). If a corporate member appoints its representative to attend the Meeting (or any adjournment thereof), such representative should produce proof of identity and a copy of the power of attorney or resolution of the board of directors or other governing body of that corporate member duly appointing such representative to attend the Meeting (or any adjournment thereof).

PERSONAL INFORMATION COLLECTION STATEMENT

proxies)Your supplyand ofyouryourvotingand yourinstructionsproxy’sfor(ortheproxies’)Meetingname(s)(the “ Purposes and address(es)”). We mayis ontransfera voluntaryyour basisand yourfor theproxy’spurpose(or ofproxies’)processingname(s)your andrequestaddress(es)for the appointmentto our agent,ofcontractor,a proxy (oror 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 in writing by mail to the Company’s principal place of business in Hong Kong at Unit 503, 5th Floor, Greenfield Tower, Concordia Plaza, No. 1 Science Museum Road, Kowloon, Hong Kong.