Rimbaco Group Global Limited — Proxy Solicitation & Information Statement 2023

Feb 23, 2023

==> picture [41 x 21] intentionally omitted <==

==> picture [230 x 68] intentionally omitted <==

PROXY FORM

Form of proxy for use by shareholders at the annual general meeting of Rimbaco Group Global Limited (the “Company”) to be convened and held at Suites 2701–08, 27/F., Shui On Centre, 6–8 Harbour Road, Wanchai, Hong Kong on Wednesday, 12 April 2023 at 10:00 a.m.

I/We (note a) of being the holder(s) of the Chairman of the meeting or (note c) of

(note b) shares of HK$0.01 each of the Company hereby appoint

to act as my/our proxy (note c) at the annual general meeting of the Company to be held at Suites 2701–08, 27/F., Shui On Centre, 6–8 Harbour Road, Wanchai, Hong Kong on Wednesday, 12 April 2023 at 10:00 a.m. and at any adjournment thereof and to vote on my/our behalf as directed below.

Please make a mark in the appropriate boxes to indicate how you wish your vote(s) to be cast on a poll (note d) .

			ORDINARY RESOLUTIONS		FOR	FOR	AGAINST	AGAINST
		1.	To receive and consider the audited consolidated financial statements of the Company
			and its subsidiaries and the reports of the directors (the “Directors”) and the auditor of
			the Company for the year ended 31 October 2022
		2.	(a) To re-elect Ms. Seah Peet Hwah as an executive Director
			(b) To re-elect Mr. Cheang Wye Keong as an executive Director
			(c) To re-elect Mr. Ng Kok Seng as an independent non-executive Director
			(d) To authorise the board of Directors (the “Board”) to fix the	Directors’
			remuneration
		3.	To re-appoint SHINEWING (HK) CPA Limited as the Company’s auditor and to
			authorise the Board to fix its remuneration
		4.	To grant a general mandate to the Directors to issue, allot and otherwise deal with the
			Company’s shares
		5.	To grant a general mandate to the Directors to repurchase the Company’s shares
		6.	To extend the general mandate granted to the Directors to allot, issue and deal with the
			Company’s shares by the amount of shares repurchased
			SPECIAL RESOLUTION		FOR		AGAINST
		7.	To approve the amendments to the existing memorandum and articles of association of
			the Company as set out in Appendix III to the circular of the Company dated 27
			February 2023 (the “Proposed Amendments”) and the adoption of the second amended
			and restated memorandum and articles of association containing all the Proposed
			Amendments in substitution for and to the exclusion of the existing memorandum and
			articles of association of the Company
		Dated	the day of 2023 Shareholder’s signature				(note e, f, g, h and i)
		Notes:
		(a)	Full name(s) and address(es) are to be inserted in BLOCK CAPITALS.
		(b)	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).
		(c)	A proxy need not be a member of the Company but must attend the meeting in person to represent you. If you wish to		appoint	some person other than the Chairman of the
			meeting as your proxy, please delete the words “the Chairman of the meeting or” and insert the	name and address of the person appointed proxy in the space provided.
		(d)	If you wish to vote for any of the resolutions set out above, please tick (“✔”) the boxes marked “For”. If you wish to vote against any resolutions, please tick (“✔”) the
			boxes marked “Against”. If this form returned is duly signed but without specific direction on any of the proposed resolutions, the proxy will vote or abstain at his
			discretion in respect of all resolutions; or if in respect of a particular proposed resolution there is no specific direction, the proxy will, in relation to					that particular
			proposed resolution, vote or abstain at his discretion. A proxy will also be entitled to vote at his discretion on any resolution			properly put to the meeting other than those
			set out in the notice convening the meeting.
		(e)	In the case of a joint holding, this form of proxy may be signed by any joint holder, but if more than one joint holder is present at the meeting, whether in person or by
			proxy, that one of the joint holder whose name stands first on the register of members in respect of the relevant joint holding shall alone be entitled to					vote in respect
			thereof.
		(f)	The form of proxy must be signed by a shareholder, or his attorney duly authorised in writing, or if the shareholder is a corporation, either under its Common Seal or
			under the hand of an officer or attorney so authorised.
		(g)	To be valid, this form of proxy together with any 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 deposited at the offices of the Company’s branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited
			at Shops 1712–1716, 17/F., Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong	not less than 48 hours before the time of the meeting or				any adjourned
			meeting.
		(h)	Any alteration made to this form should be initialled by the person who signs the form.
		(i)	Completion and return of this form will not preclude you from attending and voting in person at the meeting or any adjournment thereof				if you so wish.
		(j)	The description of the resolutions herein is by way of summary only. The full text of the resolutions is set out in the notice of annual general meeting of the Company.
			PERSONAL INFORMATION COLLECTION STATEMENT

Youra proxysupply(or proxies)of your andand youryour votingproxy’sinstructions(or proxies’)forname(s)the Meetingand address(es)of the Companyis on a(thevoluntary‘ Purposes basis’). forWe themaypurposetransferofyourprocessingand youryourproxy’srequest(orforproxies’)the appointmentname(s) andof 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 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 mail to the Company/ Computershare Hong Kong Investor Services Limited at the above address.