Kingdom Holdings Limited — Proxy Solicitation & Information Statement 2025

Apr 23, 2025

KINGDOM

KINGDOM HOLDINGS LIMITED

金達控股有限公司

(Incorporated in the Cayman Islands with limited liability and carrying on business in Hong Kong as "Kingdom (Cayman) Limited")

(Stock Code: 528)

FORM OF PROXY FOR ANNUAL GENERAL MEETING TO BE HELD ON FRIDAY, 13 JUNE 2025 (or any adjournment thereof)

Number of shares to which this proxy form relates:

I/We²,

of

being registered shareholder(s) in the share capital of Kingdom Holdings Limited (the "Company"), hereby appoint³

of

or failing him/her⁴

of

or failing each of them, the Chairman of the meeting as my/our proxy to attend and vote on my/our behalf at the annual general meeting (the "Meeting") of the Company to be held at United Conference Centre, 10/F, United Centre, 95 Queensway, Admiralty, Hong Kong on Friday, 13 June 2025 at 3:30 p.m. and at any adjournment of the meeting. I/We direct that my/our vote(s) be cast on the specified resolutions as indicated by an “√” in the appropriate boxes. In absence of any indication, the proxy may vote for or against the resolution at his/her own discretion.

ORDINARY RESOLUTIONS		FOR¹	AGAINST²
1.	To receive, consider and adopt the audited consolidated financial statements and the reports of the directors of the Company (the "Directors") and the auditors of the Company for the year ended 31 December 2024.
2.	To declare a final dividend of HK$0.05 per ordinary share of the Company for the year ended 31 December 2024.
3.	To re-elect Mr. REN Zhong as executive Director.
4.	To re-elect Mr. NGAN Martin as non-executive Director.
5.	To re-elect Ms. ZHANG Chan as independent non-executive Director.
6.	To re-elect Mr. FAN Lei as independent non-executive Director.
7.	To re-elect Mr. YAN Jianmiao as independent non-executive Director.
8.	To re-elect Mr. LAU Ying Kit as independent non-executive Director.
9.	To authorize the Board to fix the remuneration of Directors.
10.	To re-appoint Ernst & Young as auditors of the Company and to authorize the board of Directors to fix their remuneration.
11.	To grant a general mandate to the Directors to allot, issue and deal with additional shares of the Company (including any sale or transfer of treasury shares) not exceeding 20% of the total number of issued shares of the Company (excluding treasury shares) as at the date of passing this resolution.
12.	To grant a general mandate to the Directors to buy back shares of the Company not exceeding 10% of the total number of issued shares of the Company (excluding treasury shares) as at the date of passing this resolution.
13.	To extend the general mandate granted under resolution no. 11 by the addition thereto of the total number of shares of the Company bought back pursuant to the general mandate granted by resolution no. 12.

Dated this __ day of __ 2025

Signature⁵:

Notes:

1. Please insert the number of shares registered in your name(s) to which this proxy relates. If no number is inserted, this form of proxy will be deemed to be related to all the Shares of the Company registered in your names.

2. Full name(s) and address(es) to be inserted in BLOCK CAPITALS. The names of all joint registered holders should be stated.

3. Please insert the name and address of the proxy desired. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE MEETING WILL ACT AS PROXY, ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON(S) WHO SIGNS IT.

4. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, TICK IN THE BOX MARKED "FOR". IF YOU WISH TO VOTE AGAINST A RESOLUTION, TICK IN THE BOX MARKED "AGAINST". If this form of proxy is returned duly signed but no direction is given, your proxy may vote for or against the resolution or abstain as he/she thinks fit. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the Meeting other than those referred to in the Notice concerning the Meeting.

5. This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must be either executed under its common seal or under the hand of an officer or attorney duly authorised to sign the same.

6. Treasury shares, if any and registered under the name of the Company, shall have no voting rights at the general meeting(s) of the Company. For the avoidance of doubt, solely from the perspective of the Listing Rules, the Company shall, upon depositing any treasury shares in the CCASS, abstain from voting at any of its general meeting(s) in relation to those shares.

7. In the case of joint registered holders of any shares, any one of such persons may vote at the Meeting, either personally or by proxy, in respect of such shares as if he/she was solely entitled thereto; but if more than one of such joint registered holders be present at the Meeting, either 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 shares shall alone be entitled to vote in respect thereof to the exclusion of the votes of the other joint registered holders.

8. In order to be valid, this form of proxy together with the power of attorney (if any) or other authority (if any) under which it is signed or a notarially certified copy thereof, must be deposited at the Company's Hong Kong branch share registrar, 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 for holding the Meeting (i.e. not later than 3:30 p.m. on Wednesday, 11 June 2025) or any adjourned Meeting.

9. The proxy need not be a member of the Company but must attend the Meeting in person to represent you.

10. Completion and delivery of the form of proxy will not preclude you from attending and voting at the Meeting in person if you so wish. If you attend and vote at the Meeting, the authority of your proxy will be revoked.

11. (a) Subject to paragraph (b) below, if a tropical cyclone typhoon signal no. 8 or above is hoisted or a black rainstorm warning signal is expected to be in force at any time between 7:00 a.m. and 5:00 p.m. on the date of the Meeting, the Meeting will be postponed and the Shareholders will be informed of the date, time and venue of the postponed Meeting by an announcement posted on the respective websites of the Company and the Stock Exchange.

(b) If a black rainstorm warning signal is cancelled at or before three hours before the time fixed for holding the Meeting and where conditions permit, the Meeting will be held as scheduled.

(c) The Meeting will be held as scheduled when an amber or red rainstorm warning signal is in force.

(d) After considering their own situations, the Shareholders should decide on their own as to whether they will attend the Meeting under any bad weather condition and if they do so, they are advised to exercise care and caution.

1. References to time and dates in this form of proxy are to Hong Kong time and dates.

PERSONAL INFORMATION COLLECTION STATEMENT

Your supply of your and your proxy's (or proxies') name(s) and address(es) is on a voluntary basis for the purpose of processing your request for the appointment of a proxy (or proxies) and your voting instructions for the Meeting of the Company (the 'Purposes'). We may transfer your and your proxy's (or proxies') name(s) and address(es) to our agent, contractor, or third party service provider who provides administrative, company and other services to us 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. You (your proxy (or proxies) has/have the right to request access to and/or correction of the relevant personal data in accordance with the provisions of the Personal Data (Privacy) Ordinance and any such request should be in writing to the Company/or to the Privacy Compliance Office of Tricor Investor Services Limited at the above address.