ICO Group Limited — Proxy Solicitation & Information Statement 2021

Aug 25, 2021

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ICO GROUP LIMITED 揚科集團有限公司[*]

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 1460)

Form of proxy for use at the 2021 Annual General Meeting (or at any adjournment thereof)

I/We [(note][a)] of orbeingeach [(note] ofthe [c)] ICOholder(s)Groupof Limited [(note][b)] (the “ Company ”) hereby appoint the Chairman of the 2021 annual general meeting (“ Meeting ”)sharesof theof HK$0.025Company of to act as my/our proxy at the Meeting to be held on Tuesday, 28 September 2021 at 11:00 a.m., at Unit 2602–03, 26/F., BEA Tower, Millennium City 5, 418 Kwun Tong Road, Kwun Tong, Kowloon, Hong Kong, and at any adjournment thereof and to vote on my/our behalf as directed below. Please make a mark (“✔”) in the appropriate boxes to indicate how you wish your vote(s) to be cast [(note][d)] .

		ORDINARY RESOLUTIONS (note j)	FOR	FOR	AGAINST	AGAINST
	1.	To receive and adopt the audited consolidated financial statements of the Company and reports
		of the directors (the “Directors”) and auditors of the Company for the year ended 31 March
		2021.
	2.	To appoint BDO Limited as the auditor of the Company to fill the vacancy following the
		retirement of Crowe (HK) CPA Limited and to hold office until conclusion of the next annual
		generalmeeting,andtoauthorisetheboardofdirectorsoftheCompanytofixits
		remuneration.
	3.	(a)To re-elect Mr. Leong Yeng Kit as an executive Director.
		(b)To re-elect Dr. Choi Chiu Fai Stanley as a non-executive Director.
		(c)To re-elect The Hon. Ip Kwok Him, G.B.M., G.B.S., JP. as an independent non-executive
		Director.
		(d)To re-elect Ms. Yvonne Low Win Kum as an independent non-executive Director.
	4.	To authorise the board of directors of the Company to fix the remuneration of the Directors.
	5.	To grant a general mandate to the Directors to allot, issue and deal with additional shares not
		exceeding 20% of the issued share capital of the Company as at the date of passing this
		resolution.
	6.	To grant a general mandate to the Directors to repurchase shares not exceeding 10% of the
		issued share capital of the Company as at the date of passing this resolution.
	7.	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.
	8.	To approve the refreshment of the 10% scheme mandate limit under the Company’s Share
		Option Scheme and to authorise any Directors to do such act and execute such document to
		effect the Refreshed Scheme Mandate Limit.

Dated

Shareholder’s signature

(Notes e, f)

Notes:

• a. Full name(s) and address(es) are to be inserted in BLOCK CAPITALS . 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 2021 annual general meeting of the Company or” and insert the name and address of the person appointed proxy in the space provided.

• 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 form of proxy must be signed by a shareholder, or his attorney duly authorised in writing, or if the shareholder is a corporation, either under its Common Seal or under the hand of an officer or attorney so 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 office of the Company’s Hong Kong branch share registrar, Union Registrars Limited, at Suites 3301–04, 33/F., Two Chinachem Exchange Square, 338 King’s Road, North Point, 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. i. 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 if you so wish. j. The description of these resolutions is by way of summary only. The full text appears in the notice of the Meeting.

• For identification purpose only