Kelfred Holdings Limited — Proxy Solicitation & Information Statement 2023

Apr 28, 2023

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KELFRED HOLDINGS LIMITED 恒發光學控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1134)

PROXY FORM FOR USE AT THE ANNUAL GENERAL MEETING OF THE COMPANY TO BE HELD ON 29 MAY 2023

	I/We (Note 1),	I/We (Note 1),	I/We (Note 1),
	of
	being		the registered holder(s) of (Note 2)
	ordinary share(s) (the “Shares”) of HK$0.01 each in the share capital of Kelfred Holdings Limited (the “Company”) hereby appoint the chairman of the AGM (as									defined below), or (Note 3)
					of
	as	my/our proxy to attend and vote for me/us and on my/our behalf at the annual general meeting of the Company (the “AGM”) to					be held at Room 1606, 16/F, Block B, New Trade Plaza, 6 On
	Ping Street, Sha Tin, New Territories, Hong Kong on Monday, 29 May 2023 at 11:00 a.m. (or at any adjournment thereof) for the purpose of considering and, if thought fit, passing the resolutions
	as	set	out in the notice convening the AGM (or any adjournment thereof) as indicated below or if no such indication is given, as my/our proxy thinks fit and in respect							of any other business that
	may properly come before the AGM (or any adjournment thereof):
					ORDINARY RESOLUTIONS (Note 4)		FOR (Note 5)			AGAINST (Note 5)
		1.	To receive, consider and adopt the audited consolidated financial statements and			reports of the directors and
			independent auditor of the Company and its subsidiaries for the year ended 31 December 2022.
		2.	To re-appoint RSM Hong Kong as the auditor of the Company and to authorise the board of directors of the Company
			to fix their remuneration.
		3.	(a) To re-elect Mr. Kwok Kwan Fai as an executive director of the Company and authorise the board of directors
			of the Company to		fix his remuneration.
			(b) To re-elect Ms. Chan Yin Wah as a non-executive director of the Company and authorise the board of
			directors	of the Company to fix her remuneration.
			(c) To re-elect Mr. Hong Sze Lung as an independent non-executive director of the Company and authorise the
			board of	directors of the Company to fix his remuneration.
		4.	To grant a general unconditional mandate to the directors of the Company to exercise			all powers of the Company to
			allot, issue and deal with the additional Shares not exceeding the aggregate of 20% of the number of the issued Shares
			as at the date of passing this resolution.
		5.	To grant a general unconditional mandate to the directors of the Company to exercise			all powers of the Company to
			purchase or repurchase the Shares not exceeding the aggregate of 10% of the number			of the issued Shares as at the
			date of passing this resolution.
		6.	To extend the general unconditional mandate granted to the directors of the Company			under resolution numbered (4)
			above by an amount representing the number of the issued Shares purchased or repurchased by the Company pursuant
			to the general mandate under resolution numbered (5) above.
	Dated		this date:		of 2023	Signature(s) (Note 6):
	Notes:
	1.		Full name(s) and address(es) must be inserted in BLOCK CAPITALS. The names of all joint registered holder should be				stated.
	2.		Please insert the number of shares registered in your name(s) to which the proxy relates. If			no number is inserted, this form of proxy will be deemed to relate to all the shares of the
			Company registered in	your name(s).
	3.		If any proxy other than the chairman is preferred, please strike out “the chairman of the AGM” and insert the name and				address of the proxy desired in the space provided. The proxy
			need not be a member of the Company but he/she must attend the AGM in person to represent you. **ANY ALTERNATION MADE TO THIS FORM **							OF PROXY MUST BE
			INITIALLED BY THE PERSON(S) WHO SIGN(S) IT.
	4.		The description of these resolutions is by way of summary only. The full text appears in the			notice convening the AGM.
	5.		IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, TICK THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST A RESOLUTION, TICK THE BOX
			MARKED “AGAINST”. Failure		to tick either box will entitle your proxy to cast your vote	or abstain at his/her discretion. Your proxy will also be entitled to vote or abstain at his/her
			discretion on any amendment to the resolutions referred to in the notice of the AGM which has been properly put to the AGM.
	6.		This form of proxy shall be in writing under the hand of the appointor or of his/her attorney			duly authorised in writing or,	if the appointor is a corporation,		either under its seal or under
			the hand of an officer	or attorney duly authorised to sign the same. In the case of this form		of proxy purporting to be signed on behalf of a corporation		by	an	officer thereof it shall be
			assumed, unless the contrary appears, that such officer was duly authorised to sign this form on behalf of the corporation				without further evidence of the fact.

1. Any member entitled to attend and vote at the AGM is entitled to appoint another person as his/her proxy to attend and vote instead of him/her. A Shareholder of the Company who is the holder of two or more Shares may appoint more than one proxy to represent him and vote on his behalf at the AGM. A proxy need not to be a Shareholder of the Company but must attend the AGM to represent you.

2. In order to be valid, this form of proxy together with the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power or authority, shall be delivered to the office of the Hong Kong branch share registrar and transfer office of the Company, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than 48 hours before the time appointed (i.e. Saturday, 27 May 2023 at 11:00 a.m.) for holding the AGM or adjourned meeting (as the case may be) at which the person named in this form proposes to vote.

3. Delivery of this form of proxy shall not preclude a member from attending and voting in person at the AGM convened and in such event, this form of proxy shall be deemed to be revoked.

4. Where there are joint registered holders of any share of the Company, any one of such persons may vote at the AGM, either personally or by proxy, in respect of such share as if he were solely entitled thereto; but if more than one of such joint holders be present at the AGM personally or by proxy, 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 shall alone be entitled to vote in respect thereof.

5. The notice of the AGM is set out in the Company’s circular dated 28 April 2023.

6. Members of the Company or their proxies shall produce documents of their proof of identity when attend the AGM.

PERSONAL INFORMATION COLLECTION STATEMENT

votingYour supplyinstructionsof yourforandtheyourAGMproxy’s(the (or‘ Purposes proxies’)’).name(s)We mayandtransferaddress(es)your andis onyoura voluntaryproxy’s basis(or proxies’)for the purposename(s)ofandprocessingaddress(es)yourtorequestour agent,for thecontractor,appointmentor thirdof a proxyparty service(or proxies)providerand yourwho provides administrative, computer and other services to us for use in connection with the Purposes 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. Request for access to and/or correction of the relevant personal data can be made in accordance with the provisions of the Personal Data (Privacy) Ordinance and any such request should be in writing by mail to Tricor Investor Services Limited at the above address.