Hanvey Group Holdings Limited — Proxy Solicitation & Information Statement 2025

Apr 23, 2025

HANVEY GROUP HOLDINGS LIMITED

恆偉集團控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8219)

FORM OF PROXY FOR THE EXTRAORDINARY GENERAL MEETING

TO BE HELD ON Thursday, 15 May 2025

(OR ANY ADJOURNMENT THEREOF)

I/We (Note 1)

of

being the registered holder(s) of _______ shares (Note 2) of HK$0.10 each in the share capital of Hanvey Group Holdings Limited (the “Company”), HEREBY APPOINT THE CHAIRMAN OF THE MEETING

or

of _______ (Note 3)

as my/our proxy to attend and act for me/us and on my/our behalf at the extraordinary general meeting of the Company to be held at Units 3, 5 and 6, 15/F, Tower One, Ever Gain Plaza, No. 88 Container Port Road, Kwai Chung, New Territories, Hong Kong at 11:00 a.m. on Thursday, 15 May 2025 (and at any adjournment thereof) (the “EGM”) in respect of the ordinary resolutions and the special resolution, and on any resolution or motion which is proposed thereat, as indicated below (Note 4), or, if no such indication is given, as my/our proxy thinks fit.

ORDINARY RESOLUTIONS #		FOR (Note 4)	AGAINST (Note 4)
1.	To approve, confirm and ratify Sale and Purchase Agreement A and the transactions contemplated thereunder.
2.	To approve, confirm and ratify Sale and Purchase Agreement B and the transactions contemplated thereunder.
SPECIAL RESOLUTION #		FOR (Note 4)	AGAINST (Note 4)
3.	To approve the adoption of the Third Amended and Restated Articles of Association of the Company

The full text of each of the relevant ordinary and special resolutions is set out in the circular of the Company dated 23 April 2025 containing the notice convening the EGM.

Dated this __ day of __ 2025

Signature(s) (Note 5)

Notes:

1. Please insert full name(s) and address(es) 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 the name(s) of the holder appearing in this form of proxy.
3. Please insert the name and address of the proxy. If no name is inserted, the chairman of the EGM will act as the proxy. A shareholder may appoint one or (in respect of a shareholder who is a holder of two or more shares) more proxies to attend, speak and vote in his/her/its stead at the EGM provided that each proxy is appointed to represent the respective number of shares held by the shareholder as specified in the relevant forms of proxy. The proxy does not need to be a shareholder of the Company.
4. If you wish to vote for a resolution, tick (✓) in the relevant box below marked “FOR”. If you wish to vote against a resolution, tick (✓) in the relevant box below marked “AGAINST”. If you wish to use less than all your votes, or to cast some of your votes “FOR” and some of your votes “AGAINST” a particular resolution, you must write the number of votes in the relevant box(es). Failure to tick either box or write the number of votes in the box in respect of a resolution will entitle your proxy to cast your vote in respect of that resolution at his/her/its discretion or to abstain from voting. Your proxy will also be entitled to vote at his/her discretion or to abstain from voting on any resolution properly put to the EGM other than those referred to in the notice of the EGM.
5. This form of proxy must be signed by you or your agent duly authorised in writing or, in the case of a corporation, must either be executed under its seal or be signed by an officer or agent duly authorised in writing.
6. For joint registered holders of any share, any one of such joint holders may vote at the EGM, either in person or by proxy, in respect of such share as if he/she were solely entitled thereto; but if more than one of such joint holders are present at the EGM in person 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.
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 Tricor Investor Services Limited, the Company’s branch share registrar in Hong Kong, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than 48 hours before the time appointed for the holding of the EGM. Delivery of the form of proxy shall not preclude a shareholder of the Company from attending and voting in person at the EGM and, in such event, the instrument appointing a proxy shall be deemed to be revoked.
8. Any alteration made to this form of proxy shall be initialled by the person who signed the form.
9. If at any time after 7:00 a.m. on the date of the EGM, typhoon signal number 8 or above or a black rainstorm warning is hoisted or remains hoisted, or “extreme conditions” caused by super typhoons as announced by the Government of Hong Kong is in force, the EGM will be postponed or adjourned. The Company will post an announcement on the websites of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company (www.hanveygroup.com.hk) to notify shareholders of the Company of the date, time and place of the re-scheduled meeting.
10. All times and dates specified herein refer to Hong Kong local times and dates.

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 (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 for use in connection with the Purposes 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. 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 or Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong.