Mulsanne Group Holding Limited — Proxy Solicitation & Information Statement 2024

May 14, 2024

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Mulsanne Group Holding Limited 慕尚集團控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 1817)

PROXY FORM FOR ANNUAL GENERAL MEETING TO BE HELD ON 5 JUNE 2024 OR ANY ADJOURNMENT THEREOF

I/We [(Note][1)]

of

being the registered holder(s) of [(Note][2)]

being the registered holder(s) of ordinary shares of HK$0.01 each in the share capital of Mulsanne Group Holding Limited (the “ Company ”) HEREBY APPOINT [(Note] 3) the chairman of the meeting or

of

as my/our proxy(ies) to attend for me/us and on my/our behalf at the annual general meeting (the “ AGM ”) of the Company to be held at No. 111, Shanshan Road, Wangchun Industrial Park, Haishu District, Ningbo, Zhejiang Province, PRC on Wednesday, 5 June 2024 at 2:00 p.m. for the purposes of considering and, if thoughtfit, passing the resolutions set out in the notice convening the AGM dated 14 May 2024 (the “ Notice of AGM ”) and at the AGM, or at any adjournment thereof, to vote for me/us and in my/our name(s) in respect of the said resolutions as hereunder indicated, and if no such indication is given, as my/our proxy thinks fit.

			ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS
	1.		To receive and adopt the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors and auditor for the year ended 31 December 2023.
	2.		(A) To re-elect the following persons as the directors of the Company (the “Directors”):
			(i) Mr. YU Yong as an executive Director;
			(ii) Mr. YOUNG Christopher as a non-executive Director;
			(iii)Mr. SUN Weiye as a non-executive Director; and
			(iv)Mr. GU Jiong as an independent non-executive Director.
			(B) To authorize the board of Directors of the Company (the “Board”) to fix the remuneration of the Directors.
	3.		To re-appoint Ernst & Young as the auditor of the Company and authorize the Board to fix its remuneration.
	4.		(A) To give a general mandate to the Directors to allot, issue and deal with additional shares of the Company not exceeding 20% of the issued shares of the Company.
			(B) To give a general mandate to the Directors to repurchase shares not exceeding 10% of the issued shares of the Company as at the date of this resolution.
			(C) To extend the authority given to the Directors pursuant to ordinary resolution No. 4(A) to issue shares of the Company by adding to the issued shares of the Company the number of shares repurchased under ordinary resolution No. 4(B).
	Dated t	his	day o	f 2024 Signature(s)(Note 5)

Notes:

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

2. Please insert the number of shares registered in your name(s). If no number is inserted, this proxy form will be deemed to relate to all the shares of the Company registered in your name(s).

3. A shareholder entitled to attend and vote at the AGM is entitled to appoint one or more proxies to attend and vote at the AGM on his/her behalf provided that if more than one proxy is so appointed, the appointment shall specify the number of shares of which each such proxy is so appointed. If any proxy other than the chairman of the AGM is preferred, please strike out the words “the chairman of the meeting or” and insert the name and address of the proxy desired in the space provided.

4. RESOLUTION, TICKIMPORTANT : IF YOUIN THE APPROPRIATEWISH TO VOTE FORBOXA RESOLUTIONMARKED “AGAINST”. , TICK IN Failure THE APPROPRIATE to tick a box will entitle BOX MARKED your proxy to “FOR” cast your. IF vote YOU or WISH abstain TO at his/her VOTE discretion. Your AGAINST A proxy will also be entitled to vote at his/her discretion on any amendment of a resolution or any resolution properly put to the AGM other than those referred to in the Notice of AGM.

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

6. To be valid, this proxy form, together with the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of such power or authority, must be lodged with the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for the holding of the AGM (i.e. before 2:00 p.m. on Monday, 3 June 2024) or any adjournment thereof.

7. In the case of joint holders of a share, 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 of members of the Company in respect of the relevant joint holding.

8. The proxy need not be a shareholder of the Company. Completion and return of the proxy form shall not preclude a shareholder of the Company from attending the AGM and vote in person. In such event, the instrument appointing a proxy shall be deemed to be revoked.

9. Any alteration made to this proxy form must be initiated by the person who signs it.

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

PERSONAL INFORMATION COLLECTION STATEMENT

Youryour votingsupply instructionsof your and foryourthe AGMproxy’s of(ortheproxies’)Companyname(s)(the “and Purposes address(es)”). Weismayon atransfervoluntaryyourbasisandforyourtheproxy’spurpose(orofproxies’)processingname(s)your requestand address(es)for the appointmentto our agent,of contractor,a proxy (ororproxies)third partyand 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 either of the following means:

By mail to: Personal Data Privacy Officer

Computershare Hong Kong Investor Services Limited 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong

By email to: hkinfo@computershare.com.hk