Haosen Fintech Group Limited — Proxy Solicitation & Information Statement 2023

Jun 7, 2023

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Wealthy Way Group Limited 富道集團有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 3848)

PROXY FORM FOR THE ANNUAL GENERAL MEETING TO BE HELD ON 30 JUNE 2023

I/We[(1)] of being the registered holder(s) of[(2)] ordinary shares of HK$0.01 each in the capital of the Company hereby appoint the Chairman of the Meeting, or[(3)] of

as my/our proxy to attend the annual general meeting of the Company (“ Meeting ”) to be held at 4:00 p.m. on Friday, 30 June 2023 at Room 3402, 34/F, China Resources Building, 26 Harbour Road, Wanchai, Hong Kong (and at any adjournment thereof) for the purpose of considering, and if thought fit, passing the resolutions as set out in the notice convening the Meeting (“ Notice ”) and at such Meeting (and any adjournment thereof) vote for me/us in my/our name(s) and on my/our behalf in respect of the following resolutions as indicated below; and if no such indication is given, as my/our proxy(ies) think(s) fit:

Please put a “✔” in the appropriate boxes below to indicate how you wish your vote(s) to be cast by poll:

				ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	FOR (4)	AGAINST (4)
	1.	To receive and adopt the	audited consolidated financial			statements and the reports of the directors of the
		Company (“Directors”) and the independent auditors of the Company (“Auditors”) for the year ended
		31 December 2022.
	2.	To declare a final dividend of HK$0.03 per ordinary share (the “Share”) for the year ended 31
		December 2022.
	3.	To re-appoint Moore Stephens CPA Limited as the Auditors.
	4.	(a) To re-elect Mr. LO Wai		Ho as executive Director.
		(b) To re-elect Mr. IP Chi Wai as an independent non-executive Director.
	5.	To authorise the board of Directors to fix			the Directors’ remuneration.
	6.	To give a general mandate to the directors to repurchase shares of the Company not exceeding 10% of
		the total number of issued shares of the Company as at				the date of passing of this resolution as set out in
		item 6 of the Notice.
	7.	To give a general mandate to the directors			to issue, allot and deal with additional shares of the Company
		not exceeding 20% of the total number of			issued shares of the		Company as at the date of passing of this
		resolution as set out in item 7 of the Notice.
	8.	To extend the general mandate granted to			the directors	to issue, allot and deal with additional shares of
		the Company by the aggregate number of shares repurchased by the Company as set out in item 8 of the
		Notice.
				SPECIAL RESOLUTIONS				FOR (4)	AGAINST (4)
	9.	Subject to and conditional upon the approval of the Registrar					of Companies in the Cayman Islands, the
		English name of the Company		be changed from “Wealthy Way Group Limited” to “Haosen Fintech
		Group Limited” and the dual foreign name in Chinese of the Company be changed from “富道集團有限
		公司” to “浩森金融科技集團有限公司” (the “Proposed Change of Company Name”) and that any one
		or more of the directors or the secretary of the Company be and is/are hereby authorised to do all such
		acts and things and execute all such documents as				he/they may consider necessary, desirable or
		expedient for the purpose of or in connection with,				the implementation of and		giving effect to the
		Proposed Change of Company Name and to attend to any necessary registration and/or filing for and on
		behalf of the Company.
	10.	Subject to the Proposed Change of Company Name becoming					effective and with effect from the date of
		issue of the certificate of	incorporation on		change of name by		the Registrar of Companies in the Cayman
		Islands, the existing memorandum and articles of association					of the Company be amended by replacing
		all references therein to “Wealthy Way Group Limited” and “富道集團有限公司” with “Haosen Fintech
		Group Limited” and “浩森金融科技集團有限公司”; and that any one or more directors or the secretary
		of the Company be and is/are hereby authorised for and on behalf of the Company to execute all such
		documents and do all such acts		and things as he/she may in his/her/they absolute discretion consider to
		be necessary, desirable, appropriate or expedient to implement and/or to give effect to the foregoing.

Dated

Signature

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS as shown in the register of members of the Company. The name 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 proxy form will be deemed to relate to all the shares in the Company registered in your name(s).

3. If you wish to appoint a proxy other than the Chairman of the Meeting, please strike out “the Chairman of the Meeting, or” and insert the name and address of the person you wish to appoint in BLOCK CAPITALS in the space provided. You may appoint one or more proxy(ies) to attend the Meeting and vote in your stead. A proxy need not be a member of the Company, but must attend the Meeting in person to represent you. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE MEETING WILL ACT AS YOUR PROXY. ANY ALTERATION MADE TO THIS PROXY FORM MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

4. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, PLEASE INDICATE WITH A “ ✔ ” IN THE APPROPRIATE BOX(ES) MARKED “FOR” BESIDE THE RESOLUTION. IF YOU WISH TO VOTE AGAINST THE RESOLUTION, PLEASE INDICATE WITH A “ ✔ ” IN THE APPROPRIATE BOX(ES) MARKED “AGAINST” BESIDE THE RESOLUTION. In the absence of any such indication, the proxy(ies) will be entitled to cast his/her vote(s) or abstain at his/her discretion. Your proxy(ies) will also be entitled to vote at his/her discretion on any resolution properly put to the Meeting other than those referred to in the Notice.

5. The full text of Resolutions are set out in the Notice of AGM.

6. In the case of joint shareholders, the vote of the senior who renders a vote, whether in person or by proxy, shall be accepted to the exclusion of the vote(s) of other joint holder(s) and for this purpose seniority shall be determined by the order in which the names stand first in the register of members of the Company. Several executors and administrators of a deceased member in whose name any share stands shall for such purpose be deemed joint holders thereof.

7. The proxy form must be signed by you or your attorney duly authorised in writing. In the case of a corporation, this form must be executed under seal or under the hand of an officer or attorney duly authorised.

8. To be valid, this proxy form together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy thereof must be deposited at the Company’s branch share registrar in Hong Kong at Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible and in any event not later than 48 hours before the time appointed for the Meeting or any adjournment thereof.

9. A proxy shall be entitled to exercise the same powers on behalf of a member who is an individual and for whom he/she acts as proxy as such member could exercise. In addition, a proxy shall be entitled to exercise the same powers on behalf of a member which is a corporation and for which he/she acts as proxy as such member could exercise if it were an individual member.

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

11. The Company reserves its right to treat any proxy form which has been incorrectly completed in some manner as valid if such incorrectness is considered by the Company, at its absolute discretion, not material.

12. A member or his/her/its proxy should produce proof of identity when attending the Meeting. If a corporate member appoints its representative to attend the Meeting, such representative should produce proof of identity and a copy of the resolution of the board of directors or other governing body of that member appointing such representative to attend the Meeting.

PERSONAL INFORMATION COLLECTION STATEMENT

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

• (ii) Your supply of Personal Data to the Company is on a voluntary basis. The Company may not be able to process your appointment of proxy and instructions if you fail to provide sufficient information.

• (iii) Your Personal Data may be disclosed or transferred by the Company to its subsidiaries, its share registrar, and/or other companies or bodies for any of the stated purposes, and 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 for access to and/or correction of your Personal Data should be in writing to the Privacy Compliance Officer of the Company’s Share Registrar, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong.