Janco Holdings Limited — Proxy Solicitation & Information Statement 2023

Mar 30, 2023

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 10:00 a.m. on Wednesday, 21 June 2023 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 10:00 a.m. on Wednesday, 21 June 2023 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.

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----- Start of picture text ----- ORDINARY RESOLUTIONS FOR (note d) AGAINST (note d)1. theTo receivereports ofandtheapprovedirectorsthe(theaudited‘‘Directorsconsolidated’’) andfinancialthe auditorstatementsof the Companyof the Companyfor the yearand endedits subsidiaries31 Decemberand2022.2. (a) To re-elect Mr. Cheng Tak Yuen as executive Director.(b) To re-elect Mr. Heung Ka Lok as executive Director.(c) To re-elect Mr. Moy Yee Wo Matthew as independent non-executive Director.(d) To re-elect Mr. Law Wing Tak Jack as independent non-executive Director.(e) To re-elect Mr. Yu Kwok Fai as independent non-executive Director.(f) To authorise the board of Directors to fix the remuneration of the Directors.3. To re-appoint Messrs McMillan Woods (Hong Kong) CPA Limited as the auditor of the Company for the yearending 31 December 2023 and authorise the board of Directors to fix their remuneration.4. To grant a general mandate to the Directors to allot, issue and deal with unissued shares in the share capital ofthe Company, the aggregate number of which shall not exceed 20% of the aggregate number of shares in theCompany in issue as at the date of passing of this resolution.5. To grant a general mandate to the Directors to purchase or buy-back the Company’s shares up to 10% of theaggregate number of shares in the Company in issue as at the date of passing of this resolution.6. To add the number of shares in the Company purchased or bought back by the Company pursuant to the generalmandate to the Directors under resolution no. 5 above to the general mandate granted to the Directors underresolution no. 4 above.SPECIAL RESOLUTION FOR (note d) AGAINST (note d)7. (a) Toof associationapprove theofproposedthe Companyamendmentscurrently(thein force‘‘Proposed(the ‘‘M&AAmendments’’) as set’’out) to intheAppendixmemorandumIII to andthe circulararticlesof the Company dated 31 March 2023 be approved;(b) Companythe adoption(theof‘‘Amendedthe secondandamendedRestatedandM&Arestated’’) in substitutionmemorandumforandandarticlesto the exclusionof associationof the ofM&Athewith immediate effect after the close of the Meeting be and is hereby approved; and(c) that the Directors be and are hereby authorised to do all things necessary to implement the adoption ofthe Amended and Restated M&A, including but not limited to the execution of any and all documentsand attending to the necessary filings with the Registrar of Companies in the Cayman Islands and HongKong as may be necessary in connection therewith.* The full text of each of the resolutions is set out in the notice of the Meeting.Date this day of 2023.Shareholder’s signature x x (notes e, f, g, h and i)Notes:a.b. FullPleasename(s)insert theand numberaddress(es)of sharesto be ininsertedthe Companyin BLOCK(theCAPITAL‘‘Shares’’)LETTERS.registered Thein yournamesname(s).of all jointIf no registerednumber is holdersinserted,shouldthis formbe stated.of proxy will be deemed to relate to all the Shares registeredd.c. A‘‘inannualIfAgainstyouproxyyourwishgeneralname(s).’’need. Iftothenotmeetingvoteformbefora ofmemberofanytheproxyofCompanytheofreturnedresolutionsthe Company.(theis ‘‘dulyMeetingset Ifsignedoutyou’’above,) wishorbut’’ andwithoutpleaseto appointinserttickspecificthe(some‘‘nameP’’direction)persontheand boxesaddressotheron anymarkedthanof ofthethethe‘‘personForChairmanproposed’’. appointedIf youofresolutions,wishtheinMeetingtothevotespacetheagainstasproxyprovided.yourwillanyproxy,resolutions,votepleaseor abstaindeletepleaseatthehistickwordsdiscretion(‘‘P‘‘’’the) theChairmanin boxesrespectmarkedofof theallresolutions; 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. Aproxy 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 ifmore 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 ofsuch 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 orunder the hand of an officer or attorney duly authorised.g. depositedTo be valid,at thethisofficesform ofof proxythe Companytogether’s withHonganyKongpowerbranchof attorneyshare registraror otherandauthoritytransfer (ifoffice,any)Tricorunder Investorwhich itServicesis signedLimited,or a notariallyat 17/F, certifiedFar East copyFinanceof suchCentre,power16 Harcourtor authorityRoad,mustHongbeKong 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----- End of picture text -----

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.