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Home Control International Limited Proxy Solicitation & Information Statement 2025

Apr 16, 2025

50138_rns_2025-04-16_8b4d4573-5396-4a66-8e1d-42a0b72c2e45.pdf

Proxy Solicitation & Information Statement

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OMNI
DEVICES

HOME CONTROL INTERNATIONAL LIMITED

(Incorporated in Cayman Islands with limited liability)

(Stock Code: 1747)

FORM OF PROXY FOR THE ANNUAL GENERAL MEETING TO BE HELD ON 20 JUNE 2025 AND AT ANY ADJOURNMENT THEREOF

I/We¹

of being the registered holder(s) of² ________ shares
("Shares") in the share capital of Home Control International Limited (the "Company"), HEREBY APPOINT THE CHAIRMAN
OF THE MEETING or³
________

of (address) ___________

or (email address) ________ or failing him/her ________

of (address) ___________

or (email address) ___________ as my/our proxy to attend and act for me/us and on my/our behalf at
the Annual General Meeting of the Company to be held at 3:00 p.m. on Friday, 20 June 2025 with a combination of an in-room
meeting at 23/F, Lee Garden One, 33 Hysan Avenue, Causeway Bay, Hong Kong and an online virtual meeting (and at any
adjournment thereof) (the "Meeting") for the purposes of considering and, if thought fit, passing the resolution as set out in the
notice convening the Meeting (the "Notice") and to vote for me/us and in my/our name(s) in respect of such resolution as
hereunder indicated, and, if no such indication is given, as my/our proxy thinks fit. My/our proxy will also be entitled to vote
on any matter properly put to the Meeting in such manner as he/she thinks fit.

Ordinary Resolutions⁴ For⁵ Against⁵
1. To receive, consider and adopt the audited consolidated financial statements of the Company and its subsidiaries and the reports of Directors (the "Directors") and the auditor (the "Auditor") of the Company for the year ended 31 December 2024.
2. (i) To re-elect Mr. Werner Peter VAN ECK as an independent non-executive Director;
(ii) To re-elect Dr. Shou Kang CHEN (陳壽康) as an independent non-executive Director; and
(iii) To re-elect Ms. Keet Yee LAI as an independent non-executive Director.
3. To authorize the board (the "Board") of Directors to fix the remuneration of the Directors.
4. To re-appoint PricewaterhouseCoopers LLP as the Auditor and to authorize the Board to fix its remuneration.
5. (a) To grant a general mandate to the Directors to allot, issue and deal with new shares of the Company not exceeding 20% of its issued share capital as at the date of passing this resolution.
(b) To grant a general mandate to the Directors to repurchase shares of the Company not exceeding 10% of its issued share capital as at the date of passing this resolution.
(c) Subject to the passing of ordinary resolutions no. 5(a) and 5(b), to extend the general mandate granted to the Directors to allot, issue and deal with additional shares in the share capital of the Company by an amount not exceeding the amount of the shares repurchased by the Company.
6. To declare a final dividend of US0.25 cents per ordinary share of the Company for the year ended 31 December 2024.

Signature(s)⁶: ___________

Dated: ___________


Notes:

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

  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 the Shares registered in your name(s).

  3. If any proxy other than the chairman of the Meeting is preferred, please strike out the words “THE CHAIRMAN OF THE MEETING, or” and insert the name and address of the proxy desired in the space provided. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON(S) WHO SIGNS IT.

  4. Full text of the resolution(s) appears in the Notice incorporated in the circular to the shareholders of the Company dated 16 April 2025.

  5. IMPORTANT: If you wish to vote for a resolution, please tick in the box marked “For”. If you wish to vote against a resolution, please tick in the box marked “Against”. If no direction is given, your proxy may vote or abstain as he/she thinks fit. 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. IF YOU WISH TO ALLOW YOUR PROXY TO ATTEND THE ANNUAL GENERAL MEETING THROUGH VISTRA EVOTING PORTAL, PLEASE ALSO INSERT HIS/HER EMAIL ADDRESS. THE EMAIL ADDRESS SO PROVIDED WILL BE USED BY THE HONG KONG SHARE REGISTRAR OF THE COMPANY, TRICOR INVESTOR SERVICES LIMITED, FOR SENDING THE LOGIN DETAILS FOR VOTING AT THE ANNUAL GENERAL MEETING, SO YOU AND YOUR PROXY SHOULD ENSURE THAT THE EMAIL ADDRESS PROVIDED WILL BE APPROPRIATELY SECURE FOR THIS PURPOSE.

  6. If your proxy has not received the login details by email by 3:00 p.m. on Thursday, 19 June 2025, you should contact the Hong Kong share registrar of the Company, Tricor Investor Services Limited at (852) 2980 1333 or email to [email protected] for assistance.

  7. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or, if the appointor is a corporation, either under its seal or under the hand of an officer, attorney or other person duly authorised to sign the same.

  8. Any shareholder of the Company entitled to attend and vote at the Meeting is entitled to appoint more than one proxy to attend, and on a poll, vote instead of him. A proxy need not be a shareholder of the Company. If more than one proxy is appointed, the number of Share(s) in respect of which each such proxy so appointed must be specified in the relevant form of proxy.

  9. In the case of joint holders of any Share(s), any one of such persons may vote at the Meeting, either personally or by proxy, in respect of such Share(s) as if he/she were solely entitled thereto. However, if more than one of such joint holders be present at the Meeting personally or by proxy, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the vote(s) of the other joint holder(s) and for this purpose seniority shall be determined as that one of the said persons so present whose name stands first on the register of members of the Company in respect of such Share(s) shall alone be entitled to vote in respect thereof.

  10. In order to be valid, this form of proxy must be completed, signed and returned to the Hong Kong share registrar of the Company, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, 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 Annual General Meeting (i.e. at or before 3:00 p.m. on Wednesday, 18 June 2025), or any adjournment thereof.

  11. Instead of lodging this form of proxy to Tricor Investor Services Limited, you may also submit the form of proxy electronically at https://evoting.vistra.com/#/441 in accordance with the instructions printed on the notification letter sent to you by post on Wednesday, 16 April 2025.

  12. Completion and return of this form of proxy will not preclude you from attending and voting in person or via online (if applicable) at the Meeting (or any adjourned meeting thereof) if you so wish. If you attend and vote at the Meeting, this form of proxy will be deemed to be revoked.

  13. Shareholders or their proxies attending the Meeting shall produce their identity documents.

  14. References to time and dates in this form of proxy are to Hong Kong time and dates.

  15. The Chinese translation of this form of proxy is for reference only and in case of any inconsistency, the English version shall prevail.

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 authorized 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/Tricor Investor Services Limited at the above address.