Herbs Generation Group Holdings Limited — Proxy Solicitation & Information Statement 2025

Apr 29, 2025

青年

Herbs Generation Group Holdings Limited

草姬集團控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 2593)

FORM OF PROXY FOR THE ANNUAL GENERAL MEETING

TO BE HELD ON FRIDAY, 23 MAY 2025

I/We (Note 1)

of (Note1)

being the registered holder(s) of (Note 2) shares of Herbs Generation Group Holdings Limited (the "Company") hereby appoint the chairman of the annual general meeting (the "AGM") or (Note 3) of

as my/our proxy to attend, act and vote for me/us and on my/our behalf at the AGM to be held at Unit 1203B, 1204-05, 12/F, World-Wide House, 19 Des Voeux Road Central, Central, Hong Kong on Friday, 23 May 2025 at 10 a.m., 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 AGM and at the AGM (or any adjournment thereof) to vote on behalf of me/us and in my/our name(s) in respect of the said resolutions as hereunder indicated.

ORDINARY RESOLUTIONS		FOR(Note 4)	AGAINST(Note 4)
1.	To receive and adopt the audited consolidated financial statements and the reports of the directors of the Company (the “Directors”) and the auditor of the Company for the year ended 31 December 2024.
2.	To declare a final dividend of HK15 cents per ordinary share for the year ended 31 December 2024.
3.	(a) To re-elect Ms. Kwok Chi Yan Gammy as an executive Director.
	(b) To re-elect Mr. Li Yat Sing Petras as an executive Director.
	(c) To re-elect Ms. Young Yuen Pik as an executive Director.
4.	To authorise the board (the “Board”) of Directors to fix the Directors’ remuneration.
5.	To re-appoint KPMG as the auditor of the Company and to authorize the Board to fix their remuneration.
6.	To give a general mandate to the Directors to repurchase shares not exceed 10% of the total number of issued shares of the Company.
7.	To give a general mandate to the Directors to allot, issue and deal with additional shares of the Company not exceed 20% of the total number of issued shares of the Company.
8.	To extend the general mandate granted to the Directors to issue shares by the number of shares repurchased.

Date

Signature(s) (Notes 5&6)

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS.
2. Please insert the number of shares registered in your name(s) to which this form of proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all shares in the capital of the Company registered in your name(s).
3. Full name(s) and address(es) shall be inserted in BLOCK CAPITALS. If not completed, the chairman of the AGM will act as your proxy.
4. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, PLEASE TICK (✓) THE BOX MARKED "FOR". IF YOU WISH TO VOTE AGAINST A RESOLUTION, PLEASE TICK (✓) THE BOX MARKED "AGAINST". Failure to tick a box will entitle your proxy to cast your vote at his/her discretion. Your proxy 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 convening the meeting.
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 executed under its common seal or under the hand of its legal representative or an attorney duly authorized to sign the same. If this form of proxy is signed by an attorney of the appointer, the power of attorney authorizing that attorney to sign, or other documents of authorization, must be notarized.
6. In the case of joint holders, the one whose name stands first in the register of members shall alone be entitled to attend and vote at the meeting in respect of such share.
7. To be valid, this form of proxy must be completed, signed and deposited at the Hong Kong share registrar of the Company, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, together with the power of attorney or other authority (if any) under which it is signed (or a notarially certified copy thereof) not less than 48 hours before the time appointed for the holding of the AGM or any adjournment thereof.
8. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjournment thereof should 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 meeting 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 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 (Cap. 486 of the Laws of Hong Kong) and any such request should be in writing by mail to the Company / Computershare Hong Kong Investor Services Limited at the above address.