Q P Group Holdings Limited — Proxy Solicitation & Information Statement 2021

Apr 16, 2021

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Q P GROUP HOLDINGS LIMITED 雋思集團控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 1412)

FORM OF PROXY FOR THE ANNUAL GENERAL MEETING TO BE HELD ON TUESDAY, 18 MAY 2021 (or any adjournment thereof)

I/We [(Note][1)]

of

being the registered holder(s) of [(Note][2)] shares of HK$0.01 each in the share capital of Q P Group Holdings Limited (the “ Company ”) hereby appoint the Chairman of the meeting [(Note][3)] or of

as my/our proxy to attend, act and vote for me/us and on my/our behalf as directed below at the annual general meeting (the “ AGM ”) of the Company to be held at 24/F, Admiralty Centre I, 18 Harcourt Road, Hong Kong on Tuesday, 18 May 2021 at 10:00 a.m. (and at any adjournment thereof).

Please tick (“ ”) the appropriate boxes to indicate how you wish your vote(s) to be cast [(Note][4)] .

			ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS		FOR	AGAINST	AGAINST
	1.	To receive, consider	and approve the audited consolidated financial statements of the
		Company and its subsidiaries and the reports of the directors and auditors for				the year
		ended 31 December 2020.
	2.	To declare the payment of a		final dividend at the rate of	HK12 cents per share for the
		year ended 31 December 2020.
	3(a).	To re-elect Mr. YEUNG Keng Wu Kenneth as an executive director of the Company.
	3(b).	To re-elect Ms. LIU Shuk Yu Sanny as an executive director of the Company.
	3(c).	To re-elect Ms. HUI Li Kwan as an executive director of the Company.
	3(d).	To authorise the board of directors of the Company to fix the remuneration of the
		respective directors.
	4.	To re-appoint PricewaterhouseCoopers as auditors of the			Company and to authorise the
		board of directors to fix their remuneration.
	5.	To grant a general mandate to the directors to enable them to repurchase shares of the
		Company not exceeding 10% of the total number of issued shares of the Company as at
		the date of passing of	this resolution.*
	6.	To grant a general mandate		to the directors to exercise	the power of the Company to
		allot, issue and deal	with additional shares of the Company not exceeding 20% of the
		total number of issued shares of the Company as at			the date of passing	of this
		resolution.*
	7.	To extend the general mandate granted to the directors			to exercise the power of the
		Company to allot, issue and deal with additional shares in			the capital of the Company by
		the aggregate number	of the shares repurchased by the Company.*

• Full text of the proposed resolutions are set out in the notice of the AGM dated 16 April 2021.

Date:

2021

Signature(s) [(Note][5)]

Notes:

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

2. Please insert the number of shares to which this form of proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all the shares of the Company registered in your name(s). If more than one proxy is appointed, the number of shares in respect of which each such proxy so appointed must be specified.

3. If any proxy other than the Chairman of the meeting is preferred, please strike out the words “the Chairman of the meeting” and insert the name and address of the desired proxy in the space provided. A member entitled to attend and vote at the AGM may appoint a proxy or if he holds two or more shares, may appoint more than one proxy to attend and vote on his behalf, provided that if more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed. A proxy need not be a member of the Company. Every shareholder present in person or by proxy shall be entitled to one vote for each share held by him.

4. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, PLEASE TICK (“ ”) THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST A RESOLUTION, PLEASE TICK (“ ”) THE BOX MARKED “AGAINST”. If no direction is given, your proxy will vote or abstain at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the AGM other than those referred to in the notice convening the AGM.

5. This form of proxy must be signed by you or your attorney duly authorised in writing. In case of a corporation, the same must be either under its common seal or under the hand of an officer or attorney so authorised. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT .

6. In case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of votes of the other joint holder(s) and for this purpose seniority will be determined by the order in which the names stand in the Register of Members of the Company.

7. In order to be valid, this form of proxy together with the power of attorney or other authority (if any) under which it is signed or a certified copy thereof, must be deposited at the Company’s branch share registrar and transfer office 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 AGM.

8. Completion and delivery of the form of proxy will not preclude you from attending and voting at the AGM if you so wish.

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

PERSONAL INFORMATION COLLECTION STATEMENT

Yourvotingsupplyinstructionsof yourforandtheyourAGMproxy’sof the(orCompanyproxies’)(thename(s)“ Purposes and address(es)”). We mayis transferon a voluntaryyour andbasisyourforproxy’sthe purpose(or proxies’)of processingname(s)yourandrequestaddress(es)for thetoappointmentour agent, contractor,of a proxy or(orthirdproxies)partyandserviceyour 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 mail to the Computershare Hong Kong Investor Services Limited at the above address or by email to hkinfo@computershare.com.hk.