Janco Holdings Limited — Proxy Solicitation & Information Statement 2022

Sep 29, 2022

Janco Holdings Limited 駿高控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8035)

PROXY FORM

Form of proxy for use by shareholders at the extraordinary general meeting to be held at 2:30 p.m. on Monday, 7 November 2022 at Unit 1608, 16th Floor, Tower A, Manulife Financial Centre, No. 223 Wai Yip Street, Kwun Tong, Kowloon, Hong Kong (or any adjournment thereof)

I/We (note a)

of being the registered holder(s) of (note b) shares

of HK$0.01 each in the share capital of Janco Holdings Limited (the ‘‘Company’’) hereby appoint the Chairman of the extraordinary general meeting of the Company (the ‘‘Meeting’’) or of

to act as my/our proxy (note c) to attend for me/us at the Meeting to be held at 2:30 p.m. on Monday, 7 November 2022 at Unit 1608, 16th Floor, Tower A, Manulife Financial Centre, No. 223 Wai Yip Street, Kwun Tong, Kowloon, Hong Kong (or any adjournment thereof) for the purpose of considering and, if thought fit, passing the following resolutions as set out in the notice convening the Meeting and at the Meeting (or any adjournment thereof) to vote on my/our behalf and in my/our name(s) in respect of the said resolutions as indicated below or, if no indication is given, as my/our proxy thinks fit.

or, if no indication is given, as my/our proxy thinks fit.	or, if no indication is given, as my/our proxy thinks fit.	or, if no indication is given, as my/our proxy thinks fit.
ORDINARY RESOLUTIONS				AGAINST (note d)
	ORDINARY RESOLUTIONS		FOR (note d)	AGAINST (note d)
	1.	‘‘THAT NG CHIN HUNG be and is hereby removed as a director and chiefexecutive officer of the Company pursuant to Article 83(5) of the Articles witheffect from the conclusion of the EGM.’’
	2.	‘‘THAT CHENG TAK YUEN be and is hereby removed as a director of theCompany pursuant to Article 83(5) of the Articles with effect from the conclusion ofthe EGM.’’
	3.	‘‘THAT CHAN KIN CHUNG be and is hereby removed as a director and chairmanof the Company pursuant to Article 83(5) of the Articles with effect from theconclusion of the EGM.’’
	4.	‘‘THAT LEE KWONG CHAK, BONNIO be and is hereby removed as a directorof the Company pursuant to Article 83(5) of the Articles with effect from theconclusion of the EGM.’’
	5.	‘‘THAT KWAN CHI HONG be and is hereby removed as a director of theCompany pursuant to Article 83(5) of the Articles with effect from the conclusion ofthe EGM.’’
	6.	‘‘THAT CHAN WILLIAM be and is hereby removed as a director of the Companypursuant to Article 83(5) of the Articles with effect from the conclusion of theEGM.’’
	7.	‘‘THAT each of the Directors of the Company appointed to the Board between thedate of this notice of Requisition and the date of the EGM, other than those personswho are to be appointed Directors at the EGM, be and is hereby removed as adirector of the Company with effect from the conclusion of the EGM.’’
	8.	‘‘THAT the maximum number of directors of the Company be and is hereby fixed atfive (5) with immediate effect.’’
	9.	‘‘THAT CHAN CHUN SING (陳振聲) be and is hereby appointed as an executivedirector of the Company pursuant to Article 83(2) of the Articles with effect fromthe conclusion of the EGM.’’
	10.	‘‘THAT LAW WING TAK JACK (羅永德) be and is hereby appointed as anindependent non-executive director of the Company pursuant to Article 83(2) of theArticles with effect from the conclusion of the EGM.’’

• ORDINARY RESOLUTIONS FOR (note d) AGAINST (note d)

• 1. ‘‘THAT KWOK KAI HUNG (郭啟雄) be and is hereby appointed as an independent non-executive director of the Company pursuant to Article 83(2) of the Articles with effect from the conclusion of the EGM.’’
• 1. ‘‘THAT MOY YEE WO, MATTHEW (梅以和) be and is hereby appointed as an independent non-executive director of the Company pursuant to Article 83(2) of the Articles with effect from the conclusion of the EGM.’’
• 1. ‘‘THAT the Board be and is hereby authorized to fix the Director’s remuneration.’’

• The full text of each of the resolutions is set out in the notice of the Meeting.

Date this day of 2022. Shareholder’s signature (notes e, f, g, h and i)

Notes:

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

• b. Please insert the number of shares in the Company (the ‘‘Shares’’) registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all the Shares 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 extraordinary general meeting of the Company (the ‘‘Meeting’’) or’’ and insert the name and address of the person appointed in the space provided.

• d. If you wish to vote for any of the resolutions set out above, please tick (‘‘P’’) the boxes marked ‘‘For’’. If you wish to vote against any resolutions, please tick (‘‘P’’) the boxes marked ‘‘Against’’. If the form of proxy 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. Where there are joint registered holders of any Share, any one of such joint holders may vote, either in person or by proxy, in respect of such Share as if he were solely entitled thereto, but if more than one of such joint holders are present at the Meeting, personally or by proxy, that one of the said persons so present whose name stands first on the register of members in respect of such Share 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, at 17/F, Far East Finance Centre, 16 Harcourt Road Hong Kong not less than 48 hours before the time fixed for holding the Meeting (or any adjournment thereof).

• h. 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.

• i. Any alteration made to this form of proxy should be initialled by the person who signs the form.

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 (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. Your/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 the Company’s headquarters and principal place of business in Hong Kong at Unit 1608, 16th Floor, Tower A, Manulife Financial Centre, No. 223 Wai Yip Street, Kwun Tong, Kowloon, Hong Kong.