Hing Ming Holdings Limited — Proxy Solicitation & Information Statement 2022

Jul 18, 2022

HING MING HOLDINGS LIMITED 興 銘 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8425)

PROXY FOR THE ANNUAL GENERAL MEETING TO BE HELD ON THURSDAY, 18 AUGUST 2022 OR AT ANY ADJOURNMENT THEREOF

I/We, (Name) of (Address) being the registered holder(s) of Hing Ming Holdings Limited (the “ Company ”), HEREBY APPOINT [(Note][3)] (Name) of (Address)

(Note 1) (Note 1) (Note 2) ordinary shares of HK$0.01 each in the capital of

orCompanyfailing (thehim/her,“ 2022 the AGM CHAIRMAN”) to be heldOFatTHEUnitMEETING1103−06, Chinaas my/ourBuilding,proxy29toQueen’sattend andRoadvoteCentral,for me/usHongandKongon onmy/ourThursday,behalf18atAugustthe annual2022 generalat 10:00meetinga.m. or atof anythe adjournment on any resolution or motion which will be proposed thereat. My/our proxy is authorised and instructed to vote as indicated [(Note][4)] in respect of the under-mentioned resolutions:

			ORDINARY RESOLUTIONS		FOR(Note 4)	FOR(Note 4)	AGAINST(Note 4)	AGAINST(Note 4)
		1.	To consider and adopt the audited consolidated financial statements of the Company and its
			subsidiaries and the reports of the directors and independent auditor of the Company for the year
			ended 31 March 2022.
		2.	(a) To re-elect Mr. Tang Hing Keung as an executive director of the Company.
			(b) To re-elect Mr. Tang Ming Hei as an executive director of the Company.
			(c) To re-elect Mr. Chiu Chi Wing as an independent non-executive director of the Company.
		3.	To authorise the board of directors of the Company (the “Board”) to fix the remuneration of the
			directors of the Company (the “Directors”) for the year ending	31 March 2023.
		4.	To re-appoint Baker Tilly Hong Kong Limited as the independent auditor of the Company		for the year
			ending 31 March 2023 and authorise the Board to fix its remuneration.
		5.	To grant a general mandate to the Directors to allot, issue and deal with the Company’s shares.*
		6.	To grant a general mandate to the Directors to repurchase the Company’s shares.*
		7.	Conditional upon the passing of resolutions no. 5 and 6 set out in the notice convening the 2022
			AGM (the “Notice”), to extend the general mandate granted by resolution no. 5 by adding thereto the
			shares repurchased pursuant to the general mandate granted by resolution no. 6. *
			SPECIAL RESOLUTION		FOR(Note 4)		AGAINST(Note 4)
		8.	To approve the Proposed Amendments (as defined in the circular of the Company dated 18 July 2022)
			and adopt the New Memorandum and Articles (as defined in the circular of the Company dated 18
			July 2022) as the second amended and restated memorandum and articles of association of the
			Company in substitution for and to the exclusion of the existing memorandum and articles of
			association of the Company with immediate effect after the close of the 2022 AGM and authorise any
			one director or company secretary of the Company to do all things necessary to give effect to the
			adoption of the New Memorandum and Articles*.

• For the full text of the proposed resolutions, please refer to the notice of annual general meeting as contained in the Company’s circular dated 18 July 2022.

Signature

(Notes 5 and 6) Dated this day of 2022

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS . The names of all joint registered holders should be stated.

2. Please insert the number of shares of the Company registered in your name(s) to which this proxy relates; if no number is inserted, this form of proxy will be deemed to relate to all the shares in the capital of the Company registered in your name(s).

3. Please insert the name and address of the proxy. If no name is inserted, the chairman of the meeting will act as the proxy. A member of the Company (the “ Member ”) may appoint one (or, if he/she/it holds two or more shares in the Company, more than one) proxy of his/her/its own choice. If such an appointment is made, please insert the name and address of the person appointed as proxy in the space provided. A proxy need not be a Member but must attend the 2022 AGM in person to represent you. If more than one proxy is appointed, the original form of proxy may be photocopied for use.

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”. Failure to tick a box will entitle your proxy to cast your vote at his/her discretion or abstain from voting. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the 2022 AGM other than those referred to in the Notice. If you wish to vote part of your shares for and part of your shares against the relevant resolution, please insert the number of shares of the Company in the relevant box.

5. The form of proxy must be signed by the appointor or his attorney duly authorised in writing or, if such appointor is a corporation, must be either under its common seal or under the hand of an officer, attorney or other person authorised to sign the same.

6. In the case of joint shareholders, the signature of any one shareholder will be sufficient but the names of all the joint shareholders should be stated.

7. Where there are joint holders of any share of the Company, any one of such joint holders may vote at the 2022 AGM, 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 is present at the 2022 AGM, the vote of the senior holder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holders, and for this purpose, seniority shall be determined by the order in which the names stand in the register of members in respect of the joint holding.

8. To be valid, this form of proxy must be completed, signed and deposited at the Company’s Hong Kong branch share registrar, Boardroom Share Registrars (HK) Limited (the “ Hong Kong Share Registrar ”) at Room 2103B, 21/F., 148 Electric Road, North Point, Hong Kong together with a power of attorney or other authority, if any, under which it is signed (or a certified copy thereof), not later than 48 hours before the time appointed for holding the 2022 AGM or the adjournment thereof. Completion and return of the form of proxy shall not preclude Members from subsequently attending and voting in person at the 2022 AGM or the adjournment thereof should you so wish, and in such event, the form of proxy shall be deemed to be revoked.

9. Any alteration made to this form of proxy must be initialed by the person who signs it.

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

11. A Member or his/her/its proxy should produce proof of identity when attending the 2022 AGM. If a corporate Member appoints its representative to attend the 2022 AGM, 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 2022 AGM.

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 (the “ PDPO ”).

• (ii) Your supply of the personal data to the Company is on a voluntary basis and is used for processing your instructions and/or requests as stated in this form of proxy.

• (iii) Your personal data will not be transferred to any third party (other than the Hong Kong Share Registrar) unless it is a requirement to do so by law, for example, in response to a court order or a law enforcement agency’s request and will be 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 should be in writing addressed to the Personal Data Privacy Officer of Boardroom Share Registrars (HK) Limited at Room 2103B, 21/F., 148 Electric Road, North Point, Hong Kong.