M&L Holdings Group Limited — Proxy Solicitation & Information Statement 2022

Mar 30, 2022

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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 13 May 2022

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 14/F, Fairmont House, 8 Cotton Tree Drive, Central, Hong Kong on Friday, 13 May 2022 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	ORDINARY RESOLUTIONS	FOR4	AGAINST4
	1.	To receive and consider the audited financial statements, the report of thedirectors (the ‘‘Directors’’) and the report of the independent auditor forthe year ended 31 December 2021
	2.	To re-elect Ir Lo Kok Keung as an independent non-executive Director
	3.	To re-elect Mr. Lau Chi Leung as an independent non-executive Director
	4.	To authorise the board of Directors (the ‘‘Board’’) to fix the Directors’remuneration
	5.	To re-appoint BDO Limited as auditor of the Company and authorise theBoard to fix the auditor’s remuneration
	6.	To give a general mandate to the Directors to allot, issue and deal withadditional shares in the capital of the Company not exceeding 20% of theexisting issued share capital
	7.	To give a general mandate to the Directors to repurchase the Company’sshares not exceeding 10% of the existing issued share capital
	8.	To extend the general mandate granted to the Directors to allot and issueadditional shares of the Company by the number of shares repurchased bythe 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).

2. 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.

3. IMPORTANT:resolution, pleaseIfputyouawish‘‘✓’’ into thevoteboxFORmarkeda resolution,‘‘AGAINST’’pleasebesideput athat‘‘✓’’resolution.in the boxFailuremarkedto‘‘FOR’’completebesidethe boxesthat resolution.will entitle Ifyouryouproxywish totocastvotehis/herAGAINSTvote ata his/her discretion. 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 convening the Meeting.

4. 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.

5. 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.

6. 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 54, 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.

7. 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 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 (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. You 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.