Hing Ming Holdings Limited — Proxy Solicitation & Information Statement 2024

Jul 26, 2024

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 MONDAY, 26 AUGUST 2024 OR AT ANY ADJOURNMENT THEREOF

I/We, (Name)

of (Address)

being the registered holder(s) of

(Note 1)

(Note 1)

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

Hing Ming Holdings Limited (the ‘‘Company’’), HEREBY APPOINT[(Note][3)] (Name)

of (Address)

or failing him/her, the CHAIRMAN OF THE MEETING as my/our proxy to attend and vote for me/us and on my/our behalf at the annual general meeting of the Company (the ‘‘2024 AGM’’) to be held at Units 5906–12, 59/F, The Center, 99 Queen’s Road Central, Hong Kong on Monday, 26 August 2024 at 10:00 a.m. or at any 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)] 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 2024.
• 1. (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. Yeung Chi Fai as an independent non-executive director of the Company. (d) To re-elect Mr. Wu Kin San Alfred as an independent non-executive director of the Company.
• 1. 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 2025.
• 1. To re-appoint Baker Tilly Hong Kong Limited as the independent auditor of the Company for the year ending 31 March 2025 and authorise the Board to fix its remuneration.
• 1. 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 2024 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)]
• 1. To approve the proposed amendments to the second amended and restated memorandum and articles of association of the Company (the ‘‘Proposed Amendments’’) which are set out in Appendix III to the circular of the Company dated 26 July 2024, and to approve the adoption of the third amended and restated memorandum and articles of association of the Company (incorporating the Proposed Amendments).
• • 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 26 July 2024. Signature (Notes 5 and 6) Dated this day of 2024 Notes: 1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS. The names of all joint registered holders should be stated.

1. 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).

2. 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 2024 AGM in person to represent you. If more than one proxy is appointed, the original form of proxy may be photocopied for use.

3. PLEASEIMPORTANT:TICK IF(PYOU) THEWISHBOXTOMARKEDVOTE FOR‘‘AGAINSTANY RESOLUTION,’’. Failure to tickPLEASEa box willTICKentitle(Pyour) THEproxyBOXto MARKEDcast your vote‘‘FORat his/her’’. IF YOUdiscretionWISHorTOabstainVOTEfromAGAINSTvoting. YourANYproxyRESOLUTION,will also be entitled to vote at his/her discretion on any resolution properly put to the 2024 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.

4. 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.

5. 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.

6. Where there are joint holders of any share of the Company, any one of such joint holders may vote at the 2024 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 2024 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.

7. ToSharebe valid,Registrarthis’’form) at Roomof proxy2103B,must21/F.,be completed,148 ElectricsignedRoad,andNorthdepositedPoint, atHongthe KongCompanytogether’s HongwithKonga powerbranchof attorneyshare registrar,or otherBoardroomauthority, ifShareany, underRegistrarswhich(HK)it is Limitedsigned (or(thea certified‘‘Hong Kongcopy thereof), not later than 48 hours before the time appointed for holding the 2024 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 2024 AGM or the adjournment thereof should you so wish, and in such event, the form of proxy shall be deemed to be revoked.

8. 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.

9. A Member or his/her/its proxy should produce proof of identity when attending the 2024 AGM. If a corporate Member appoints its representative to attend the 2024 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 2024 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) Youra law personalenforcementdata agencywill not’s berequesttransferredand willto beanyretainedthird partyfor such(otherperiodthan theas mayHongbeKongnecessaryShareforRegistrar)our verificationunless itandis arecordrequirementpurposes.to do so by law, for example, in response to a court order or

• (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.