Pengo Holdings Group Limited — Proxy Solicitation & Information Statement 2025

Sep 4, 2025

鹏高控股集團
Pengo Holdings Group Limited
香港聯交所主板股份代碼：1865

Pengo Holdings Group Limited

鹏高控股集團有限公司

(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1865)

FORM OF PROXY FOR USE AT EXTRAORDINARY GENERAL MEETING

I/We (Name) ________ (Block capitals, please)
of (Address) ________
being the holder(s) of ________ (see Note 1) shares of HK$0.1 each in the capital of
Pengo Holdings Group Limited (the “Company”) hereby appoint ________
or the chairman of the meeting (see Note 2) as my/our proxy to attend and
vote for me/us and on my/our behalf at the extraordinary general meeting of the Company (the “Meeting”) to be held at 10:30 a.m. on Friday,
26 September 2025 at 16/F, Tower 5, The Gateway, Harbour City, Tsim Sha Tsui, Kowloon, Hong Kong, or at any adjournment thereof or on
any resolution or motion which is proposed thereat. My/Our proxy is authorised and instructed to vote as indicated (see Note 3) in respect of the
undermentioned resolutions:

Ordinary Resolutions (see Note 3)		For (see Note 3)	Against (see Note 3)
1.	“THAT: (i) the authorised share capital of the Company be and is hereby increased from HK$100,000,000 divided into 1,000,000,000 Shares of par value of HK$0.1 each to HK$500,000,000 divided into 5,000,000,000 Shares of par value of HK$0.1 each by the creation of an additional 4,000,000,000 unissued Shares (the “Increase in Authorised Share Capital”); and (ii) any director of the Company (the “Director”) be and is hereby authorised to sign, execute and deliver all such documents and deeds, and do all such acts, matters and things as are, in the opinion of such Director, necessary, desirable or expedient to give effect to and implement the Increase in Authorised Share Capital.”
2.	“THAT: (i) the placing agreement dated 1 August 2025 (the “Placing Agreement”) entered into between the Company, Sunhigh Financial Holdings Limited and Grand China Securities Limited, in relation to the placing of convertible bonds of the Company in the aggregate principal amount of up to HK$120,000,000, entitling the holders thereof to convert such principal amount into a maximum of 550,458,715 new shares (the “Conversion Share(s)”) of the Company at the initial conversion price of HK$0.218 per Conversion Share (subject to adjustment), the transaction contemplated thereunder and any other ancillary documents, be and are hereby confirmed, approved and ratified, subject to such addition or amendment as any Director may consider necessary, desirable or appropriate; (ii) conditional upon the approval of the listing of and the dealing in the Conversion Shares (given by the Listing Committee of The Stock Exchange of Hong Kong Limited), the Directors be and are hereby granted the specific mandate (the “Specific Mandate”) to allot and issue such Conversion Shares (such Specific Mandate shall be in addition to, and shall not prejudice nor revoke any existing or such other general or specific mandate(s) which has/have been granted to the Directors by the shareholders of the Company prior to the passing of this resolution); and (iii) any Director be and is hereby authorised to sign, execute and deliver all such documents and deeds, and do all such acts, matters and things as are, in the opinion of such Director, necessary, desirable or expedient to give effect to and implement the Placing Agreement and any ancillary documentation and transactions thereof.”

Date this __ day of __, 2025
Signature(s) (see Note 4 & 5)
IMPORTANT: PLEASE READ NOTES CAREFULLY BEFORE COMPLETING THIS PROXY FORM

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Notes:

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

2. A shareholder may appoint more than one proxy of his/her own choice. If such an appointment is made, strike out the words “or the chairman of the meeting”, and insert the name(s) of the person(s) appointed as proxy in space provided. Any alteration made to this form of proxy must be initialled by the person who signs it. Completion and delivery of this form of proxy will not preclude shareholders of the Company from attending and voting in person at the Meeting or any adjourned thereof should they so wish, and in such event, this form of proxy will be deemed to be revoked.

3. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION, PLEASE TICK THE BOX MARKED “For”. IF YOU WISH TO VOTE AGAINST THE RESOLUTION, PLEASE TICK THE BOX MARKED “Against”. Failure to tick a box will entitle your proxy to cast your vote at 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. If the appointor is a corporation, this form must be executed under common seal or under the hand of an officer, attorney, or other person duly authorised on that behalf.

5. In the case of joint holders, the signature of any one holder will be sufficient but the names of all the joint holders should be stated. Where there are joint holders of any share of the Company, any one of such joint holders may vote at the meeting, either in person or by proxy, in respect of such share as if he/she were solely entitled thereto, but if more than one of such joint holders be present at the meeting, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined as that one of the said persons so present whose name stands first on the register of members of the Company in respect of such share shall alone be entitled to vote in respect thereof.

6. To be valid, this form of proxy must be completed, signed and deposited at the Hong Kong branch share registrar and transfer office of the Company, Union Registrars Limited at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong, together with the power of attorney or other authority (if any) under which it is signed (or a notarially certified copy thereof), not less than 48 hours before the time for holding the meeting (i.e. before 10:30 a.m. on Wednesday, 24 September 2025). Completion and delivery of the form of proxy will not preclude you from attending and voting at the meeting if you so wish.

7. A proxy need not be a member of the Company.

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 EGM 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 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 (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 the following means:

By mail to: Union Registrars Limited
Suites 3301-04, 33/F., Two Chinachem Exchange Square,
338 King’s Road, North Point, Hong Kong

By email to: info@unionregistrars.com.hk

This proxy form is made in English and Chinese. In case of any inconsistency, the English version shall prevail.