Janco Holdings Limited — Proxy Solicitation & Information Statement 2022

Apr 28, 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 annual general meeting to be held at 10 a.m. on Friday, 10 June 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 annual 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 10 a.m. on Friday, 10 June 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.

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

• 1. subsidiariesTo receive andand theapprovereportstheof theauditeddirectorsconsolidated(the ‘‘Directorsfinancial’’) andstatementsthe auditorof ofthetheCompanyCompany andfor theits year ended 31 December 2021.
• 1. (a) To re-elect Mr. Ng Chin Hung as executive Director. (b) To re-elect Mr. Cheng Hiu Tung Anthony as executive Director. (c) To re-elect Mr. Tsang Zee Ho Paul as executive Director. (d) To re-elect Mr. Po Kam Hi John as non-executive Director. (e) To re-elect Mr. Lee Kwong Chak Bonnio as independent non-executive Director. (f) To re-elect Mr. Leung Ka Kui Johnny as independent non-executive Director. (g) To authorise the board of Directors to fix the remuneration of the Directors.
• 1. To re-appoint Messrs McM (HK) CPA Limited as the auditor of the Company for the year ending 31 December 2022 and authorise the board of Directors to fix their remuneration.
• 1. To grant a general mandate to the Directors to allot, issue and deal with unissued shares in the share capital of the Company, the aggregate number of which shall not exceed 20% of the aggregate number of shares in the Company in issue as at the date of passing of this resolution.
• 1. To grant a general mandate to the Directors to purchase or buy-back the Company’s shares up to 10% of the aggregate number of shares in the Company in issue as at the date of passing of this resolution.
• 1. To add the number of shares in the Company purchased or bought back by the Company pursuant to the general mandate to the Directors under resolution no. 5 above to the general mandate granted to the Directors under resolution no. 4 above.
• • 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 x x (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. Aannualproxygeneralneed notmeetingbe a ofmemberthe Companyof the Company.(the ‘‘MeetingIf you’’) wishor’’ andto appointinsert thesomenamepersonand addressother thanof thethepersonChairmanappointedof theinMeetingthe spaceas provided.your proxy, please delete the words ‘‘the Chairman of the d. ‘‘IfAgainstyou wish’’. Iftothevoteformfor ofanyproxyof thereturnedresolutionsis dulyset signedout above,but withoutplease tickspecific(‘‘P’’direction) the boxeson anymarkedof the‘‘Forproposed’’. If youresolutions,wish to votetheagainstproxy willany resolutions,vote or abstainpleaseat histickdiscretion(‘‘P’’) thein boxesrespectmarkedof 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. depositedTo be valid,at thethisofficesform ofof proxythe Companytogether’s Hongwith anyKongpowerbranchof shareattorneyregistraror otherandauthoritytransfer office,(if any)TricorunderInvestorwhich itServicesis signedLimited,or a notariallyat Level 54,certifiedHopewellcopyCentre,of such183powerQueenor’sauthorityRoad East,mustHongbe 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

Yourinstructionssupply forof yourthe Meetingand your(theproxy‘‘Purposes’s (or proxies’’). We’) name(s)may transferand address(es)your andisyouron aproxyvoluntary’s (orbasisproxiesfor’)thename(s)purposeandof processingaddress(es)yourto ourrequestagent,forcontractor,the appointmentor thirdof partya proxyservice(or proxies)providerandwhoyourprovidesvoting administrative,Yourto and/orand yourcorrectionproxycomputer’ofs (ortheandproxiesrelevantother’)servicesname(s)personaltoanddataus address(es)andin toaccordancesuchwillpartiesbewithretainedwhotheareprovisionsforauthorisedsuch periodofbythelawasPersonalmayto requestbe Datanecessarythe(Privacy)informationto fulfilOrdinancetheor arePurposes.otherwiseand anyYour/yoursuchrelevantrequestproxyfor theshould(orPurposesproxies)be inandhas/havewritingneed bytothereceivemailrighttotothetherequestinformation.Companyaccess’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.