Kwan On Holdings Limited — Proxy Solicitation & Information Statement 2025

Aug 6, 2025

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Kwan On Holdings

KWAN ON HOLDINGS LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 1559)

FORM OF PROXY FOR USE AT THE 2025 ANNUAL GENERAL MEETING (OR AT ANY ADJOURNMENT THEREOF)

I/We (Note 1), _____________
of _____________
being the registered holder(s) of (Note 2) ________ ordinary share(s) of HK$0.01 each
in the capital of Kwan On Holdings Limited (the “Company”) hereby appoint the chairman of the annual general meeting of the Company, 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 “Meeting”) to be held at Unit 3401, 118 Connaught Road West, Hong Kong on 18 September 2025 (Thursday) at 10:00 a.m. and at any adjournment thereof for the purpose of considering and, if thought fit, passing the resolutions as set out in the notice convening the Meeting 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 Meeting and/or at any adjournment thereof:

ORDINARY RESOLUTIONS (Note 4)		FOR (Note 5)	AGAINST (Note 5)
1.	To receive and adopt the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors of the Company (the “Directors”) and the auditors of the Company for the year ended 31 March 2025;
2.	To re-appoint Crowe (HK) CPA Limited as auditors of the Company and its subsidiaries for the year ending 31 March 2026 and authorise the board of Directors to fix their remuneration;
3.	(A) To re-elect Mr. Chen Zhenghua as an executive Director and the board of Directors be authorised to fix his remuneration;
	(B) To re-elect Mr. Lum Pak Sum as an independent non-executive Director and the board of Directors be authorised to fix his remuneration;
	(C) To re-elect Mr. Gong Zhenzhi as an independent non-executive Director and the board of Directors be authorised to fix his remuneration;
	(D) To re-elect Mr. Sun Xiaoran as an executive Director and the board of Directors be authorised to fix his remuneration;
	(E) To re-elect Ms. Li Yuping as an non-executive Director and the board of Directors be authorised to fix his remuneration;
4.	(A) To grant a general mandate to the Directors to issue, allot and dispose of additional shares of the Company, not exceeding 20% of the total number of shares in issue at the date of passing of this resolution and such shares shall not be issued at a discount of more than 20% to the Benchmarked Price of such shares. (Note 12)
	(B) To grant a general mandate to the Directors to repurchase shares of the Company not exceeding 10% of the total number of shares in issue at the date of passing of this resolution. (Note 12)
SPECIAL RESOLUTION (Note 4)		FOR (Note 5)	AGAINST (Note 5)
5.	To approve and adopt the new amended and restated articles of association of the Company and to authorise any one director of the Company to execute all such documents and do all such other acts and things to effect the same. (Note 13)

Dated this __ day of __ 2025

Signature (Note 6): _______________

Notes:

1. Full name(s) and address(es) must be inserted in BLOCK CAPITALS.
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 annual general meeting of the Company, or” and insert the name and address of the proxy desired in the space provided. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON(S) WHO SIGNED IT.
4. The description of these resolutions is by way of summary only. The full text appears in the notice of the Meeting of the Company.
5. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION, TICK THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST THE RESOLUTION, TICK THE BOX MARKED “AGAINST”. Failure to tick either box will entitle your proxy to cast your vote or abstain at his discretion. Your proxy will also be entitled to vote or abstain at his discretion on any resolution properly put to the Meeting and/or at any adjournment thereof other than those referred to in the notice convening the Meeting.
6. This form of proxy shall be in writing under the hand of the appointee or of his attorney duly authorized in writing or, if the appointee is a corporation, either under its seal or under the hand of an officer, attorney or other person authorized 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 authorized to sign this form on behalf of the corporation without further evidence of the fact.
7. Any member entitled to attend and vote at the meeting of the Company is entitled to appoint another person as his proxy to attend and vote instead of him. A proxy need not be a member of the Company.
8. This form of proxy and (if required by the board of directors of the Company) the power of attorney or other authority (if any) under which it is signed, or a 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, 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than forty-eight (48) hours before the time appointed for holding the meeting or adjourned meeting at which the person named in this form proposes to vote.
9. Delivery of this form of proxy shall not preclude a member from attending and voting in person at the meeting convened and in such event, this form of proxy shall be deemed to be revoked.
10. Where there are joint 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 be present at the meeting the vote of the senior who resides a vote, whether in person or by proxy, shall be accepted to the exclusive 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 of the Company in respect of the joint holding.
11. The notice of the Meeting is set out in the Company’s circular dated 6 August 2025.
12. The full text of Resolutions 4(A) and 4(B) is set out in the notice of the Meeting dated 6 August 2025.
13. The full text of Resolution 5 is set out in the notice of the Meeting dated 6 August 2025.

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, computer and other services to us for use in connection with the Purposes and to such parties who are authorized 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 the Company/Tricor Investor Services Limited at the above address.