ISP Holdings Limited — Proxy Solicitation & Information Statement 2025

Mar 20, 2025

ISP

ISP HOLDINGS LIMITED

昇柏控股有限公司

(Incorporated in Bermuda with limited liability)

(Stock Code: 02340)

PROXY FORM

Form of proxy for use at the special general meeting of ISP Holdings Limited to be held at 3/F, Hay Nien Building, No. 1 Tai Yip Street, Kwun Tong, Kowloon, Hong Kong on Monday, 7 April 2025 at 10:30 a.m. (the "Meeting").

I/We,³

of

being the registered holder(s) of² ____ shares of HK$0.1 each in the capital of the above-named company (the "Company"), hereby appoint³ the Chairman of the Meeting or failing him ____

of

as my/our proxy to attend and vote for me/us and on my/our behalf at the special general meeting of the Company to be held at 3/F, Hay Nien Building, No. 1 Tai Yip Street, Kwun Tong, Kowloon, Hong Kong on Monday, 7 April 2025 at 10:30 a.m. and at any adjournment thereof for the purpose of considering and, if thought fit, passing the resolution as set out in the notice convening the Meeting dated 21 March 2025 (the "Notice"), or any resolution(s) or motion(s) which is proposed thereat. My/our proxy is authorised and instructed to vote as indicated⁴ in respect of the undermentioned resolution. Capitalised terms used herein shall have the same meanings as those defined in the Notice.

SPECIAL RESOLUTION		For⁴	Against⁴
1.	"THAT, subject to the satisfaction of all conditions set out in the letter from the board under the paragraph headed "Conditions of the Capital Reorganisation" in the circular dated 21 March 2025 issued by the Company, with effect from 9 April 2025 (the "Effective Date") or when the conditions are fulfilled (whichever is later):
(a) the par value of each the issued and paid existing ordinary shares of the Company (the "Existing Ordinary Shares") be reduced from HK$0.1 to HK$0.01 by cancelling the paid-up share capital to the extent of HK$0.09, and the par value of each the issued and paid non-voting convertible preference shares (the "Existing Preference Shares") be reduced from HK$0.1 to HK$0.01 by cancelling the paid-up share capital to the extent of HK$0.09 (together, the "Capital Reduction"), such that immediately following the Capital Reduction, the par value of each issued Existing Ordinary Share and Existing Preference Share will be HK$0.01, and the issued share capital of the Company will be reduced from an amount of HK$50,485,000 by HK$45,436,500 to HK$5,048,500;
(b) immediately following the Capital Reduction becoming effective, each of the authorised but unissued existing ordinary shares of par value of HK$0.1 be sub-divided into ten (10) new ordinary shares of the Company of par value of HK$0.01 each (the "New Ordinary Shares"), and each of the authorised but unissued existing preference shares of par value of HK$0.1 be sub-divided into ten (10) new preference shares of the Company of par value of HK$0.01 each (the "New Preference Shares") (together, the "Share Sub-division") so that immediately following the Capital Reduction and the Share Sub-division, the authorised share capital of the Company will become HK$1,000,000,000 divided into 90,000,000,000 New Ordinary Shares and 10,000,000,000 New Preference Shares, each with a par value of HK$0.01;
(c) the credit arising from the Capital Reduction be transferred to the contributed surplus account of the Company and may be applied by the board of directors of the Company (the "Directors") in any manner permitted by or consistent with all applicable laws and the bye-laws of the Company; and
(d) the Directors and each of them be and are fully authorised to take any and all steps, and to do and/or procure to be done any and all acts and things, and to approve, sign and execute (under hand, seal or as a deed) any documents which they in their absolute discretion consider necessary, desirable, expedient or appropriate to effect and implement this resolution and to exercise such discretion in connection, relating to or arising from the Capital Reduction and the Share Sub-division and/or the matters contemplated herein, with such modifications thereto (if any) as they or he may from time to time consider necessary, expedient and/or appropriate in order to implement, finalise and give full effect to the Capital Reduction and the Share Sub-division."

Dated the ____ day of ____ 2025

Signature⁵ and ⁶

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS.
2. 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 Company registered in your name(s).
3. If any proxy other than the Chairman is preferred, delete the words "the Chairman of the Meeting" and insert the name and address of the proxy desired in the space provided. Any alteration made to this form of proxy must be initialed by the person(s) who signs it.
4. Please indicate with a “✓” in the appropriate space beside the resolution how you wish the proxy to vote on your behalf on a poll.
5. This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must be either under its common seal or under the hand of an officer or attorney duly authorised.
6. In the case of joint holders, the vote of the senior who tenders a vote whether in person or by proxy will be accepted to the exclusion of the votes of the other joint holders. For this purpose seniority is determined by the order in which the names stand in the register of members in respect of the joint holding.
7. 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 shall be deposited at the Company's share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding of the Meeting (i.e. before 10:30 a.m. on 5 April 2025) or any adjourned Meeting.
8. A proxy need not be a shareholder of the Company but must attend the Meeting in person to represent you.
9. Delivery of this form of proxy shall not preclude a shareholder of the Company from attending and voting in person at the meeting convened and in such event, this form of proxy shall be deemed to be revoked.
10. The Chairman of the Meeting will demand a poll on the resolution submitted for determination at the Meeting. On a poll, every shareholder of the Company present in person or by a duly authorised corporate representative or by proxy shall have one vote for every share held by him/her. The results of the poll will be published on websites of the Company and HKEXnews following the Meeting.
11. The notice of the Meeting is set out in the Company's circular dated 21 March 2025.

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 SGM 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's Hong Kong branch share registrar and transfer office, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong.