Janco Holdings Limited — Proxy Solicitation & Information Statement 2024

Apr 16, 2024

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 Friday, 21 June 2024 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 Friday, 21 June 2024 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 ofthetheCompanyCompanyandfor theits year ended 31 December 2023.
• 1. (a) To re-elect Mr. Tam Tsz Yeung Alan as non-executive Director. (b) To re-elect Mr. Heung Ka Lok as executive Director. (c) To re-elect Mr. Lai Chung Wing as executive Director. (d) To re-elect Mr. Lo Wai Wah as executive Director. (e) To re-elect Mr. Liang Yuxi as non-executive Director. (f) To re-elect Mr. Chan William as independent non-executive Director. (g) To authorise the board of Directors to fix the remuneration of the Directors.
• 1. To re-appoint Messrs McMillan Woods (Hong Kong) CPA Limited as the auditor of the Company for the year ending 31 December 2024 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 2024.

• Shareholder’s signature x x (notes e, f, g, h and i) Notes: b.a. PleaseFull name(s)insert andthe numberaddress(es)of sharesto be insertedin the Companyin BLOCK(theCAPITAL‘‘Shares’’LETTERS.) registeredThein yournamesname(s).of all jointIf noregisterednumber isholdersinserted,shouldthis beformstated.of proxy will be deemed to relate to all the d.c. ChairmanIfSharesAboxesyouproxymarkedwishregisteredneedof tothe‘‘notvoteAgainstannualinbeyourfora ’’generalanymember.name(s).If ofthethemeetingformof resolutionstheofCompany.ofproxythe setCompanyreturnedoutIf youabove,is(thewishduly‘‘pleaseMeetingtosignedappointtick’’but)(‘‘orsomewithoutP’’ ’’and) persontheinsertspecificboxesotherthemarkeddirectionnamethan andthe‘‘ForonaddressChairman’’any. If ofyouoftheofthewishproposedthepersontoMeetingvoteappointedresolutions,againstas yourinanytheproxy,theresolutions,spaceproxypleaseprovided.willpleasedeletevote orticktheabstainwords(‘‘P’’at)‘‘thethehis 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. mustTo bebevalid,depositedthis format theof officesproxy togetherof the Companywith any’spowerHong ofKongattorneybranchorshareother registrarauthorityand(if any)transferunderoffice,whichTricorit is Investorsigned orServicesa notariallyLimited,certifiedat 17/F,copyFarof Eastsuch Financepower orCentre,authority16 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

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