HSC Resources Group Limited — Proxy Solicitation & Information Statement 2023

Apr 3, 2023

WINDMILL GROUP LIMITED (海鑫集團有限公司)

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1850)

PROXY FORM

Form of proxy for use by shareholders at the extraordinary general meeting to be held at Suite 2703, 27th Floor, Shui On Centre, 6-8 Harbour Road, Wanchai, Hong Kong on Friday, 28 April 2023, at 11:00 a.m. (or any adjournment thereof)

I/We (note a)

of

being the holder(s) of (note b)

shares (the “ Shares ”) of HK$0.01 each of WINDMILL Group Limited (the “ Company ”) hereby appoint the Chairman of the extraordinary general meeting (the “ Meeting ”) of the Company or of

to act as my/our proxy (note c) to attend at the Meeting to be held at Suite 2703, 27th Floor, Shui On Centre, 6-8 Harbour Road, Wanchai, Hong Kong on Friday, 28 April 2023, at 11:00 a.m. and at any adjournment thereof and to vote on my/our behalf as directed below.

Please tick (“✓”) the appropriate boxes to indicate how you wish your vote(s) to be cast in respect of such resolutions as hereunder indicated (note d) .

		FOR(note d)	AGAINST(note d)
	1. To approve the proposed Increase in Authorised Share Capital as set out in the notice
	convening the Meeting dated 3 April 2023 (the “Notice”)(note i).
	2. To approve the proposed Share Consolidation as set out in the Notice (note i).
	3. To approve the proposed Rights Issue, the Placing Agreement and the transactions
	contemplated thereunder as set out in the Notice (note i).
Dated this day of 2023 Shareholder’s signature			(notes e, f, g and h)

Notes:

• a. Full name(s) and address(es) are to be inserted in BLOCK CAPITAL LETTERS . The name of all joint holders should be stated.

• b. Please insert the number of Shares registered in your name(s). 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).

• c. A proxy need not be a member of the Company. If you wish to appoint some person other than the Chairman of the Meeting as your proxy, please delete the words “the Chairman of the Meeting of the Company or” and insert the name and address of the person appointed in the space provided. Any member entitled to attend and vote at the Meeting is entitled to appoint one or more proxies (if such member is the holder of two or more shares) to attend and to vote instead of him.

• d. If you wish to vote for a resolution set out above, please tick (“✓”) the box marked “For” against such resolution. If you wish to vote against a resolution, please tick (“✓”) the box marked “Against” against such resolution. If the form returned is duly signed but without specific direction on any of the proposed resolutions, the proxy will vote or abstain at his discretion in respect of all resolutions; or if in respect of a particular proposed resolution there is no specific direction, the proxy will, in relation to that particular proposed resolution, vote or abstain at his discretion. A proxy will also be entitled to vote at his discretion on any resolution properly put to the Meeting other than those set out in the notice convening the Meeting.

• e. In the case of a joint holding, this form of proxy may be signed by any joint holder, but if more than one joint holder is present at the Meeting, whether in person or by proxy, that one of the joint holders whose name stands first on the register of members in respect of the relevant joint holding shall alone be entitled to vote in respect thereof.

• f. 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 seal or under the hand of an officer or attorney duly authorised.

• g. To be valid, this form of proxy together with any power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power or authority must be deposited at the offices of the Company’s Hong Kong branch share registrar and transfer office, Tricor Investor Services Limited (“ Hong Kong Branch Share Registrar ”), at 17/F, Far East Finance Centre, 16 Harcourt Road, Admiralty, Hong Kong not later than 48 hours before the time of the Meeting or any adjourned meeting.

• h. Any alteration made to this form should be initialled by the person who signs the form. For the purpose of determining members who are qualified for attending the Meeting, the register of members of the Company will be closed from Monday, 24 April 2023 to Friday, 28 April 2023 (both days inclusive), during which period no transfer of the Shares will be effected. The holders of shares whose names appear on the register of members of the company on Friday, 28 April 2023 will be entitled to attend and vote at the extraordinary general meeting of the Company. In order to qualify for attending the Meeting, all transfers of Shares accompanied by the relevant share certificates must be lodged with the Hong Kong Branch Share Registrar at the above address by no later than 4:30 p.m. on Friday, 21 April 2023.

• i. The full text of the above resolutions appear in the Notice. j. Completion and return of this form of proxy will not preclude you from attending and voting in person at the Meeting or any adjournment thereof and in such event, the instrument appointing a proxy shall be deemed to be revoked.

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 AGM 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 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. You/your proxy (or proxies) has/have the right to request access to and/or correction of the relevant personal data in accordance with the provisions of the Personal Data (Privacy) Ordinance and any such request should be in writing by mail to Tricor Investor Services Limited at the above address for the attention of the Privacy Compliance Officer.