M&L Holdings Group Limited — Proxy Solicitation & Information Statement 2018

Mar 28, 2018

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M&L HOLDINGS GROUP LIMITED 明樑控股集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 8152)

Form of Proxy for the Annual General Meeting to be held on 9 May 2018

I/We[1] (name) of (address) being the registered holder(s) of shares[2] of HK$0.01 each in the share capital of M&L Holdings Group Limited (the “Company”) HEREBY APPOINT THE CHAIRMAN OF THE MEETING[3] or (name) of (address) as my/our proxy to vote and act for me/us at the annual general meeting (the “Meeting”) (and any adjournment thereof) of the Company to be held at the United Conference Centre, 10th Floor, United Centre, 95 Queensway, Hong Kong on Wednesday, 9 May 2018 at 10:00 a.m. in respect of the resolutions as indicated below or, if no such indication given, as my/our proxy thinks fit.

	ORDINARY RESOLUTIONS			FOR4	AGAINST4	AGAINST4
1.	To receive and consider the audited financial statements, the report of the directors (the
	“Directors”) and the report of the independent auditor for the year	ended 31 December 2017
2.	To re-elect Mr. Ng Lai Ming as an executive Director
3.	To re-elect Mr. Ng Lai Tong as an executive Director
4.	To re-elect Mr. Cheung King as an executive Director
5.	To authorise the board of Directors (the “Board”) to fix the Directors’ remuneration
6.	To approve the proposed final dividend of HK0.8 cents per share
7.	To re-appoint PricewaterhouseCoopers as auditor of the Company and authorise the Board to
	fix the auditor’s remuneration
8.	To give a general mandate to the Directors to allot, issue and deal with additional shares in
	the capital of the Company not exceeding 20% of the the existing issued share capital
9.	To give a general mandate to the Directors to repurchase the Company’s shares not		exceeding
	10% of the existing issued share capital
10.	To extend the general mandate granted to the Directors to allot and issue additional shares of
	the Company by the number of shares repurchased by the Company

Date: Signed[5] :

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS.

2. Please insert the number of shares of HK$0.01 each in the share capital of the Company (“Shares”) registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all Shares registered in your name(s).

3. If any proxy other than the Chairman of the meeting is preferred, strike out “THE CHAIRMAN OF THE MEETING or” here inserted and insert the name and address of the proxy desired in the space provided.

   • IF NO NAME IS INSERTED, THE CHAIRMAN OF THE MEETING WILL ACT AS YOUR PROXY.

4. resolution,IMPORTANT:pleaseIf youput awish“✔”toinvotethe boxFORmarkeda resolution,“AGAINST”please besideput a “that✔” inresolution.the box markedFailure to“FOR”completebesidethethatboxesresolution.will entitleIf youyourwishproxyto tovotecastAGAINSThis vote ata his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the Meeting other than those referred to in the notice convening 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, this form of proxy must be executed under its common seal or under the hand of an officer or attorney duly authorised.

6. If more than one of the joint holders is present at the Meeting in person or by proxy, that one of the joint holders so present whose name stands first in the register of members of the Company in respect of the relevant Shares shall alone be entitled to vote in respect thereof.

7. To be valid, this form of proxy, together with any 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 Branch Registrar in Hong Kong, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for holding the Meeting or any adjourned meeting.

8. Completion and return of this form of proxy will not preclude you from attending and voting in person at the Meeting (or any adjournment thereof) should you so wish. Any alterations made in this form should be initialled by the person who signs it.

PERSONAL INFORMATION COLLECTION STATEMENT

Your supply of information on yourself and your proxy’s 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 such information 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 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 information 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.