KRP Development Holdings Limited — Proxy Solicitation & Information Statement 2023

Jul 27, 2023

KRP Development Holdings Limited 嘉創房地產控股有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 2421)

PROXY FORM

Form of proxy for the Annual General Meeting to be held at 1st Floor, Grand Ballroom, Castfast Hotel, 12 Castfast Road, Guan Jing Tou, Feng Gang, DongGuan, GuangDong, PRC on Wednesday, 30 August 2023 at 11:00 a.m.

I/We[1]

of

being the registered holder(s) of[2] ordinary shares of HK$0.01 each in the issued share capital of KRP

Development Holdings Limited (the “ Company ”), HEREBY APPOINT[3]

of or failing him, the Chairman of the Meeting, as my/our proxy to attend on my/our behalf at the meeting (and at any adjournment thereof) to vote for me/us in my/our name(s) in respect of the resolutions set out in the notice of the meeting (with or without amendments) as hereunder indicated, and if no such indication is given, as my/our proxy thinks fit.

			Ordinary Resolutions			For4	For4	Against4	Against4
	1.		To receive and adopt the audited consolidated financial	statements of the Company and the
			reports of the Directors and of the Auditors for the year ended 31 March 2023.
	2.		To consider and declare a final dividend of HK4 cents per ordinary share for the		year ended 31
			March 2023 as recommended by the Board of Directors.
	3A.		(i) To re-elect Mr. Ho Man Chung as an executive Director.
			(ii) To re-elect Mr. Ho Wai Hon, Brian as an executive Director.
			(iii) To re-elect Mr. Choi Wai Hin as an independence	non-executive Director.
			(iv) To re-elect Mr. Ho Lai Hong as an independence non-executive Director.
			(v) To re-elect Dr. Lo Yung Fong as an independence	non-executive Director.
	3B.		To authorise the Board of Directors to fix the Directors’ remuneration.
	4.		To re-appoint Messrs. KPMG as the Auditors of the Company and to authorize the Board of
			Directors to fix their remuneration.
	5A.		To give a general mandate to the Directors to allot, issue and deal with additional shares not
			exceeding 20 per cent. of the number of issued shares of	the Company.
	5B.		To give a general mandate to the Directors to repurchase	shares of the Company	not exceeding
			10 per cent. of the number of issued shares of the Company.
	5C.		To extend the general mandate granted to the Directors to allot, issue and deal with additional
			shares of an amount not exceeding the number of the issued shares repurchased by the
			Company.
	6.		Termination of the 2022 Share Option Scheme and adoption of the 2023 Share Option Scheme.
	7.		Adoption of the 2023 Share Award Plan.
	8.		To approve and adopt the Service Provider Sublimit.
	Dated	this	day of , 2023.		Signature(s)7:

Notes:

1. Full name(s) and address(es) (as shown in the Register of Members) to be inserted in BLOCK CAPITALS .

2. Please insert the number of ordinary shares of HK$0.01 each in the issued share capital of the Company registered in your name(s); 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. Full name and address of proxy to be inserted in BLOCK CAPITALS. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE MEETING WILL ACT AS YOUR PROXY . 4. IMPORTANT: IF YOU WISH TO VOTE FOR ANY OF THE ABOVE RESOLUTIONS, TICK IN THE BOX MARKED “FOR” BESIDE THE APPROPRIATE RESOLUTION. IF YOU WISH TO VOTE AGAINST ANY OF THE ABOVE RESOLUTIONS, TICK IN THE BOX MARKED “AGAINST” BESIDE THE APPROPRIATE RESOLUTION. If no direction is given, the proxy will be entitled to vote or abstain as he thinks fit. Your proxy will be entitled to vote or abstain at his discretion on any resolution properly put to the meeting other than those referred to in the notice convening the meeting.

4. 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 certified copy of that power or authority must be deposited at the Company’s share registrar and transfer office, Computershare Hong Kong Investor Services Limited, at Rooms 1712−1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time fixed for the holding of the meeting or any adjourned meeting.

5. Where there are joint holders of any share any one of such joint holder 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 be present at any meeting, 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 in respect of the joint holding.

6. This form of proxy must be signed by you or your attorney duly authorised in writing or, if you are a corporation, must either be executed under seal or under the hand of an officer, attorney or other person duly authorised.

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

8. Completion and delivery of this form of proxy shall not preclude you from attending and voting in person at the meeting or any adjournment thereof if you so wish. 10. Any alteration to this form of proxy must be initialled by the person who signs it.