IWS Group Holdings Limited — Proxy Solicitation & Information Statement 2022

Aug 15, 2022

IWS Group Holdings Limited 國 際 永 勝 集 團 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 6663)

PROXY FORM FOR USE AT THE ANNUAL GENERAL MEETING FOR THE YEAR 2022 TO BE HELD ON FRIDAY, 16 SEPTEMBER 2022 AT 3:00 P.M.

I/We,(Note 1) of being the registered holder(s) of(Note 2) ordinary shares of HK$0.01 each in the capital of IWS Group Holdings Limited (the ‘‘Company’’), HEREBY APPOINT(Note 3) the chairman of the Annual General Meeting (as defined below) or of email address(Note 4) as my/our proxy to attend and vote for me/us and on my/our behalf at the annual general meeting of the Company to be held on Friday, 16 September 2022 at 3:00 p.m. in combination of a physical meeting at 1/F, Hang Seng Castle Peak Road Building, 339 Castle Peak Road, Cheung Sha Wan, Kowloon, Hong Kong and an electronic meeting (the ‘‘Annual General Meeting’’) or adjournment thereof and to vote for me/us and in my/our name(s) in respect of the resolutions set out in the notice convening the Annual General Meeting (the ‘‘Notice’’) 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 matters properly put to the Annual General Meeting in such manner as he/she thinks fit.	I/We,(Note 1) of being the registered holder(s) of(Note 2) ordinary shares of HK$0.01 each in the capital of IWS Group Holdings Limited (the ‘‘Company’’), HEREBY APPOINT(Note 3) the chairman of the Annual General Meeting (as defined below) or of email address(Note 4) as my/our proxy to attend and vote for me/us and on my/our behalf at the annual general meeting of the Company to be held on Friday, 16 September 2022 at 3:00 p.m. in combination of a physical meeting at 1/F, Hang Seng Castle Peak Road Building, 339 Castle Peak Road, Cheung Sha Wan, Kowloon, Hong Kong and an electronic meeting (the ‘‘Annual General Meeting’’) or adjournment thereof and to vote for me/us and in my/our name(s) in respect of the resolutions set out in the notice convening the Annual General Meeting (the ‘‘Notice’’) 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 matters properly put to the Annual General Meeting in such manner as he/she thinks fit.	I/We,(Note 1) of being the registered holder(s) of(Note 2) ordinary shares of HK$0.01 each in the capital of IWS Group Holdings Limited (the ‘‘Company’’), HEREBY APPOINT(Note 3) the chairman of the Annual General Meeting (as defined below) or of email address(Note 4) as my/our proxy to attend and vote for me/us and on my/our behalf at the annual general meeting of the Company to be held on Friday, 16 September 2022 at 3:00 p.m. in combination of a physical meeting at 1/F, Hang Seng Castle Peak Road Building, 339 Castle Peak Road, Cheung Sha Wan, Kowloon, Hong Kong and an electronic meeting (the ‘‘Annual General Meeting’’) or adjournment thereof and to vote for me/us and in my/our name(s) in respect of the resolutions set out in the notice convening the Annual General Meeting (the ‘‘Notice’’) 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 matters properly put to the Annual General Meeting in such manner as he/she thinks fit.
				holder(s) of(Note 2) ordinary shares of HK$0.01 each in the HEREBY APPOINT(Note 3) the chairman of the Annual General Meeting (as defined below) or			capital of IWS Group Holdings Limited
ORDINARY RESOLUTIONS*							FOR(Note 6)		AGAINST(Note 6)
1.	To receive and adopt the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors of the Company (the ‘‘Director(s)’’) and the independent auditors of the Company for the year ended 31 March 2022.
2.	To declare a final dividend of HK5.40 cents per share of the Company for the year ended 31 March 2022.
3.	(a) To re-elect Mr. Ma Kiu Sang as an executive Director;
	(b) To re-elect Ms. Chang Wai Ha as an independent non-executive Director; and
	(c) To re-elect Mr. Yau Siu Yeung as an independent non-executive Director.
4.	To authorise the board of Directors (the ‘‘Board’’) to fix the remuneration of the Directors.
5.	To re-appoint Deloitte Touche Tohmatsu as the independent auditors of the Company and to authorise the Board to fix their remuneration.
6.	(A) To grant to the Directors a general mandate to allot, issue and otherwise deal in the shares of the Company not exceeding 20% of the total number of shares of the Company in issue as at the date of passing this resolution.
	(B) To grant to the Directors a general mandate to exercise the power of the Company to repurchase its own shares not exceeding 10% of the total number of shares of the Company in issue as at the date of passing this resolution.
	(C) To extend the general mandate granted to the Directors to allot, issue and deal with new shares not exceeding the number of shares purchased by the Company.
		SPECIAL RESOLUTION*					FOR(Note 6)		AGAINST(Note 6)
7.	T ar re su ab	o consider and approve the proposed amendments to the existing memorandum of association and ticles of association of the Company (the ‘‘Proposed Amendments’’) and adopt the amended and stated memorandum and articles of association of the Company; and to authorise the Directors to do all ch acts and things and execute all such documents and make all such arrangement as they shall, in their solute discretion, deem necessary or expedient to give effect to the Proposed Amendments.
* For the f Signature		ull text of the proposed resolutions, please refer to the Notice as contained in the Company’s circular dated 15 August 2022 (Notes 6 and 7) Dated this				. day of		2022

Notes:

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

2. Please insert the number of shares of HK$0.01 each in the capital of the Company 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 shares in the capital of the Company registered in your name(s).

3. Full name(s) and address(es) of the proxy desired shall be inserted in BLOCK CAPITALS. If not completed, the chairman of the Annual General Meeting will act as your proxy. If you are a shareholder who is entitled to attend and vote at the meeting, you are entitled to appoint a proxy or, if you are holding more than one share, proxies to attend instead of you and to vote on your behalf on a poll. As a matter of law, you have the right to appoint separate proxies to represent respectively such number of the shares you hold as you may specify in this proxy form. You are entitled to appoint a proxy of your own choice.

4. Registered shareholders are requested to provide a valid email address of his or her proxy (except appointment of ‘‘the chairman of the Meeting’’) for the proxy to receive the login and access code to participate online to the e-Meeting System.

5. The above description of the proposed ordinary resolutions is by way of summary only. The full text appears in the Notice.

6. PLEASEIMPORTANT:TICK IF(‘‘PYOU’’) THEWISHBOXTOMARKEDVOTE FOR‘‘AGAINSTANY RESOLUTION,’’. Failure to tickPLEASEa box willTICKentitle(‘‘Pyour’’) THEproxyBOXto castMARKEDyour vote‘‘FORat his/her’’. IFdiscretion.YOU WISHYourTOproxyVOTEwill AGAINSTalso be entitledANY toRESOLUTION,vote at his/her discretion on any resolution properly put to the meeting other than those referred to in the notice convening the meeting (including amendments to resolutions which may be properly put to the meeting).

7. The instrument appointing a proxy shall be in writing and shall be executed 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. In the case of joint holders of any share, any one of such persons may vote at the above Annual General Meeting, either personally or by proxy, in respect of such share as if he/she were solely entitled thereto. However, if more than one of such joint holders be present at the above Annual General 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.

9. RegistrarTo be valid,’’) atthis17/F,formFarof EastproxyFinancemust beCentre,completed,16 Harcourtsigned Road,and depositedHong Kong,at thetogetherCompanywith’s branchthe powershareofregistrarattorney inor Hongother Kong,authorityTricor(if any)InvestorunderServiceswhich Limitedit is signed(the(or‘‘Honga notariallyKong BranchcertifiedSharecopy thereof), or via the designated URL (https://spot-emeeting.tricor.hk) by using the username and password provided on the notification letter sent by the Company, not less than 48 hours before the time for holding the Annual General Meeting (or any adjourned meeting thereof). The completion and deposit of the form of proxy shall not preclude shareholders of the Company from attending and voting in person at the above meeting (or any adjourned meeting thereof) if they so wish.

10. All the resolutions set out in this form of proxy shall be decided by poll.

11. A proxy need not be a shareholder of the Company but must attend the meeting in person to represent you.

12. ANY ALTERATIONS MADE IN THIS FORM SHOULD BE INITIALED BY THE PERSON WHO SIGNS IT.

PERSONAL INFORMATION COLLECTION STATEMENT

‘‘appointment‘‘PDPOPersonal’’).DataYourof ’’a insupplyproxythese(orofstatementsproxies)your andandhasyouryourtheproxysamevoting’smeaning(orinstructionsproxiesas ‘‘’)personalforname(s)the Meetingdataand’’ address(es)in (thethe Personal‘‘Purposesis onDataa’’).voluntary(Privacy)We may basistransferOrdinance,for yourtheChapterpurposeand your486ofproxyofprocessingthe’s (orLawsproxiesyourof Hongrequest’) name(s)Kongfor (theandthe 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 andPurposesyour proxyand to’ssuch(or proxiesparties’)whoname(s)are authorisedand address(es)by lawwillto berequestretainedthe forinformationsuch periodor areas mayotherwisebe necessaryrelevanttoforfulfilthe thePurposesPurposes.andRequestneed to forreceiveaccessthetoinformation.and/or correctionYour of the relevant personal data can be made in accordance with the provisions of the PDPO and any such request should be in writing by mail to the Company/Hong Kong Branch Share Registrar at the above address.