Progressive Path Group Holdings Limited — Proxy Solicitation & Information Statement 2022

Jul 20, 2022

Progressive Path Group Holdings Limited

進昇集團控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1581)

FORM OF PROXY FOR THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON 10 AUGUST 2022 (OR ANY ADJOURNMENT THEREOF)

I/We (note 1)

of

being the registered holder(s)

of shares (note 2) of HK$0.01 each in the capital

of Progressive Path Group Holdings Limited 進昇集團控股有限公司 (the “ Company ”), HEREBY APPOINT THE CHAIRMAN OF THE MEETING or (note 3)

of

as my/our proxy to attend at the extraordinary general meeting (“ EGM ”) of the Company to be held at Units 1203B, 1204–05, 12/F, World-Wide House, 19 Des Voeux Road Central, Central, Hong Kong on Wednesday, 10 August 2022, at 3:00 p.m. (and at any adjournment thereof) for the purpose of considering and, if thought fit, passing the ordinary resolutions as set out in the notice dated 20 July 2022 convening the EGM (the “ Notice ”) 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 EGM and/or at any adjournment thereof (note 4) .

		ORDINARY RESOLUTIONS FOR	ORDINARY RESOLUTIONS FOR	AGAINST
	1.	To approve the Share Consolidation and to authorise any one director of the Company to do all things necessary for implementation of the aforesaid.
	2.	To approve the Rights Issue and the Placing Agreement, together with the respective transactions contemplated thereunder, and to authorise any director of the Company to do all things necessary for implementation of the aforesaid.
	Dated	day of	2022 Signature(s)

Notes:

1. Please insert full name(s) and address(es) in BLOCK CAPITALS.

2. 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 registered in the name(s) of the holder appearing in this form of proxy.

3. Please insert the name and address of the proxy. If no name is inserted, the chairman of the meeting will act as the proxy. A shareholder may appoint one or more proxies to attend, speak and vote in his/her stead at the meeting provided that each proxy is appointed to represent the respective number of shares held by the shareholder as specified in the relevant forms of proxy. The proxy does not need to be a shareholder of the Company.

4. If you wish to vote for a resolution, tick (✔) in the relevant box below marked “FOR”. If you wish to vote against a resolution, tick (✔) in the relevant box below marked “AGAINST”. If you wish to use less than all your votes, or to cast some of your votes “FOR” and some of your votes “AGAINST” a particular resolution, you must write the number of votes in the relevant box(es). Failure to tick either box or write the number of votes in the box in respect of a resolution will entitle your proxy to cast your vote in respect of that resolution at his/her discretion or to abstain from voting. Your proxy will also be entitled to vote at his/her discretion or to abstain from voting on any resolution properly put to the meeting other than those referred to in the notice of the EGM.

5. This form of proxy must be signed by you or your agent duly authorised in writing or, in the case of a corporation, must either be executed under its common seal or be signed by an officer or agent duly authorised in writing.

6. In the case of joint registered holders of any shares, any one of such persons may vote at the EGM, either personally or by proxy, in respect of such shares as if he/she were solely entitled thereto but the vote of the senior holder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the vote(s) of the other joint holders and, for this purpose, seniority shall be determined by the order in which the names stand in the Company’s register of members in respect of the relevant joint holding.

7. The full text of resolutions 1 and 2 are set out in the notice of the EGM.

8. To be valid, the completed form of proxy must be received by the Company’s Hong Kong branch share registrar and transfer office, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong at least 48 hours before the time appointed for holding the EGM or any adjourned meeting (as the case may be). If a form of proxy is signed by an attorney of a shareholder who is not a corporation, the power of attorney or other authority under which it is signed or a certified copy of that power of attorney or authority (such certification to be made by either a notary public or a solicitor qualified to practice in Hong Kong) must be delivered to the Company’s Hong Kong branch share registrar and transfer office together with the form of proxy.

9. Any alteration made to this form of proxy should be initialed by the person who signed the form.

10. Completion and return of this form of proxy will not preclude you from attending and voting in person at the EGM or any adjourned meeting (as the case may be) if you so wish. If you attend and vote at the EGM, this form of proxy will be deemed to be revoked.

11. The notice of the EGM is set out in the Company’s circular dated 20 July 2022.

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 (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 fulfill 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 Date (Privacy) Ordinance and any such request should be in writing by mail to the Company/Tricor Investor Services Limited at the above address.