Kin Shing Holdings Limited — Proxy Solicitation & Information Statement 2022

Dec 8, 2022

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(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 698)

PROXY FORM

Form of proxy for use by shareholders at the extraordinary general meeting (the “Meeting”) of Tongda Group Holdings Limited (the “Company”) to be held at 24/F, Admiralty Centre I, 18 Harcourt Road, Hong Kong on Wednesday, 28 December 2022 at 11:00 a.m. (or any adjournment thereof)

I/We [(note][1)] of being the registered holder(s) of (note 2) shares of HK$0.01 each in the share capital of the Company, hereby appoint the chairman of the Meeting or of to act as my/our proxy [(note][3)] , to attend and vote for me/us and on my/our behalf at the Meeting to be held at 24/F, Admiralty Centre I, 18 Harcourt Road, Hong Kong, on Wednesday, 28 December 2022 at 11:00 a.m. and at any adjournment thereof and to vote on my/our behalf as directed below. Capitalised terms used in this form of proxy shall have the same meaning as those defined in the circular of the Company dated 9 December 2022 unless content requires otherwise.

Please make a mark in the appropriate boxes to indicate how you wish your vote(s) to be cast [(note][4)] .

	ORDINARY RESOLUTIONFORAGAINST(a)the Sale and Purchase Agreement dated 11 November 2022 entered into between the Tong DaHoldings (BVI) Limited, a direct wholly owned subsidiary of the Company, as the Vendor and VNEInvestment Company Limited as the Purchaser in respect of the Disposal (as defined in the circularof the Company dated 9 December 2022 (“Circular”), a copy of which is marked “A” and signed bythe chairman of the EGM for identification purpose has been tabled at the EGM) be and is herebyapproved, confirmed and ratified and the transactions contemplated thereunder be and are herebyapproved (terms as defined in the Circular having the same meanings when used in thisresolution); and(b)any director of the Company be and is hereby authorised on behalf of the Company to do all suchacts and sign or execute all such documents and to enter into all such transactions andarrangements as such director may in his/her opinion consider necessary, appropriate or desirablefor the purpose of implementing and giving effect to the Disposal.Dated theday of2022Shareholder’s signature(notes 5, 6, 7 and 8)	ORDINARY RESOLUTIONFORAGAINST(a)the Sale and Purchase Agreement dated 11 November 2022 entered into between the Tong DaHoldings (BVI) Limited, a direct wholly owned subsidiary of the Company, as the Vendor and VNEInvestment Company Limited as the Purchaser in respect of the Disposal (as defined in the circularof the Company dated 9 December 2022 (“Circular”), a copy of which is marked “A” and signed bythe chairman of the EGM for identification purpose has been tabled at the EGM) be and is herebyapproved, confirmed and ratified and the transactions contemplated thereunder be and are herebyapproved (terms as defined in the Circular having the same meanings when used in thisresolution); and(b)any director of the Company be and is hereby authorised on behalf of the Company to do all suchacts and sign or execute all such documents and to enter into all such transactions andarrangements as such director may in his/her opinion consider necessary, appropriate or desirablefor the purpose of implementing and giving effect to the Disposal.Dated theday of2022Shareholder’s signature(notes 5, 6, 7 and 8)	ORDINARY RESOLUTIONFORAGAINST(a)the Sale and Purchase Agreement dated 11 November 2022 entered into between the Tong DaHoldings (BVI) Limited, a direct wholly owned subsidiary of the Company, as the Vendor and VNEInvestment Company Limited as the Purchaser in respect of the Disposal (as defined in the circularof the Company dated 9 December 2022 (“Circular”), a copy of which is marked “A” and signed bythe chairman of the EGM for identification purpose has been tabled at the EGM) be and is herebyapproved, confirmed and ratified and the transactions contemplated thereunder be and are herebyapproved (terms as defined in the Circular having the same meanings when used in thisresolution); and(b)any director of the Company be and is hereby authorised on behalf of the Company to do all suchacts and sign or execute all such documents and to enter into all such transactions andarrangements as such director may in his/her opinion consider necessary, appropriate or desirablefor the purpose of implementing and giving effect to the Disposal.Dated theday of2022Shareholder’s signature(notes 5, 6, 7 and 8)
	Dated the	day of	2022Shareholder’s signatur

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS . The name of all joint holders should be stated. 2. Please insert the number of 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).

2. A proxy need not be a shareholder 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 Meeting or” and insert the name and address of the person appointed proxy in the space provided.

3. If you wish to vote for the resolution set out above, please tick (“ ✔ ”) the box marked “For”. If you wish to vote against the resolution, please tick (“ ✔ ”) the box marked “Against” . If this form of proxy returned is duly signed but without specific direction on the proposed resolution, the proxy will vote or abstain at his/her discretion in respect of the resolution. A proxy will also be entitled to vote at his/her discretion on any resolution properly put to the Meeting other than those set out in the notice convening the Meeting.

4. In the case of a joint holding, any one of such joint holders may vote at the Meeting, either in person or by proxy, as if he/she were solely entitled thereto, but if more than one of such joint holder is present at the Meeting, whether in person or by proxy, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the register of members in respect of the joint holding.

5. This form of proxy must be signed by a shareholder of the Company, or his/her attorney duly authorised in writing, or if the shareholder is a corporation, either under its common seal or under the hand of an officer or attorney so authorised.

6. To be valid, the instrument appointing a proxy together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy thereof, must be deposited at the Company’s branch share registrar in Hong Kong, Union Registrars Limited, at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong not later than 48 hours before the time appointed for holding the Meeting (i.e. 11:00 a.m. on Monday, 26 December 2022 (Hong Kong Time)) or any adjournment thereof.

7. Any alteration made to this form of proxy should be initialed by the person who signs the form.

8. In order to qualify for attending and voting at the EGM, all transfers accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar in Hong Kong, Union Registrars Limited at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong, for registration not later than 4:00 p.m. on Tuesday, 20 December 2022.

• In this proxy form, the English translation/transliteration of the Chinese name(s) denoted is for illustration purposes only. In the event of any inconsistency, the Chinese name(s) shall prevail.

PERSONAL INFORMATION COLLECTION STATEMENT

“ Personal Data ” in this statement has the same meaning as “personal data” defined in the Personal Data (Privacy) Ordinance, Chapter 486 of the Laws of Hong Kong (“instructions PDPO ”), whichas statedincludein thisyourformandof yourproxyproxy’s(the “ Purposes name and”). address.If you failYourto supplysupplysufficientof the Personalinformation,Data istheonCompanya voluntarymaybasisnot beandablefortotheprocesspurposeyourofinstructions.processing yourThe Company may disclose or transfer the Personal Data to its subsidiaries, its share registrar and/or third party service provider who provides administrative, computer and other services to the Company 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. The Personal Data will be retained for such period as may be necessary to fulfil the Purposes (including for verification and record purposes). Request for access to and/or correction of the Personal Data can be made in accordance with the provisions of the PDPO and any such request should be in writing and sent to the Privacy Compliance Officer of Union Registrars Limited at the above address.