RMH Holdings Limited — Proxy Solicitation & Information Statement 2025

Apr 29, 2025

RMH HOLDINGS LIMITED
德斯控股有限公司
(incorporated in the Cayman Islands with limited liability)
(Stock Code: 8437)

FORM OF PROXY FOR USE AT THE ANNUAL GENERAL MEETING
(or at any adjournment thereof)

I/We (Note 1)
of
being the registered holder(s) of (Note 2), shares of HK$0.01 each in the capital of RMH Holdings Limited (the “Company”), HEREBY APPOINT the Chairman of the meeting (Notes 3 & 4), as my/our proxy to act for me/us at the annual general meeting (or at any adjournment thereof) of the Company (the “AGM”) to be held at Portion 2, 12/F., The Center, 99 Queen’s Road Central, Hong Kong on Wednesday, 25 June 2025 at 10:00 a.m. and in particular (but without limitation) at such meeting (or at any adjournment thereof) on a poll, to vote for me/us and in my/our name(s) as indicated below or, if no such indication is given as my/our proxy thinks fit.

Ordinary Resolutions		FOR (Note 5)	AGAINST (Note 5)
1.	To receive and adopt the audited financial statements of the Company, the reports of the directors of the Company (the “Directors”) and the auditors of the Company for the year ended 31 December 2024
2.	(i) To re-elect Mr. Cui Han as an executive Director
	(ii) To re-elect Mr. Tang Ho Lun Ronald as an executive Director
	(iii) To re-elect Mr. Chau Wing Nam as an independent non-executive Director
	(iv) To re-elect Ms. Chan Siu Mat as an independent non-executive Director
3.	To authorize the board of Directors (the “Board”) to fix the Directors’ remuneration
4.	To re-appoint CL Partners CPA Limited as auditors of the Company and to authorize the Board to fix the auditors’ remuneration for the ensuing year
5.	To give a general mandate to the Directors to issue new shares of the Company not exceeding 20% of the total number of issued shares of the Company
6.	To give a general mandate to the Directors to repurchase shares of the Company not exceeding 10% of the total number of issued shares of the Company
7.	To extend the general mandate to be given to the Directors to allot, issue and deal with additional shares of the Company of an amount representing the total number of shares repurchased by the Company

The description of these resolutions is by way of summary only. The full text appears in the notice convening the AGM.

Date: ____
Signature (Note 6): ____

Notes:
1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS.
2. Please insert the number of shares of HK$0.01 each registered in your name(s). 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).
3. Any shareholder of the Company is entitled to attend and vote at a meeting of the Company shall be entitled to appoint another person as his proxy to attend and vote instead of him. A shareholder of the Company who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf at a general meeting of the Company or at a class meeting. A proxy need not be a shareholder of the Company but must attend the meeting in person to represent you.
4. The instrument appointing the Chairman of the AGM as proxy must be lodged with the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible and in any event not less than forty-eight (48) hours before the time appointed for holding the AGM or any adjourned meeting thereof.
5. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, PLEASE PLACE A “√” IN THE RELEVANT BOX UNDERNEATH THE COLUMN MARKED “FOR”. IF YOU WISH TO VOTE AGAINST A RESOLUTION, PLEASE PLACE A “√” IN THE RELEVANT BOX UNDERNEATH THE COLUMN MARKED “AGAINST”. Where shareholders (whether individual or corporate) appoint the Chairman of the AGM as their proxy, they must give specific instructions as to voting, or abstentions from voting, in respect of a resolution in the proxy form, failing which the appointment of the Chairman of the AGM as proxy for that resolution will be treated as invalid.
6. This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must be either under its seal or under the hand of an officer, attorney or other person duly authorised.
7. A shareholder of the Company entitled to more than one vote on a poll need not use all his votes or cast all the votes he uses in the same way.
8. Pursuant to Rule 17.47(4) of the Rules Governing the Listing of Securities on GEM of The Stock Exchange of Hong Kong Limited, any vote of Shareholders at a general meeting must be taken by poll except where the chairman of the meeting, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands.

PERSONAL INFORMATION COLLECTION STATEMENT
(i) “Personal Data” in this statement has the same meaning as “personal data” in the personal Data (Privacy) Ordinance, Chapter 486 of the Laws of Hong Kong (“PDPO”).
(ii) Your supply of Personal Data to the Company is on a voluntary basis. If you fail to provide sufficient information, the Company may not be able to process your appointment of proxy and other instructions.
(iii) Your Personal Data may be disclosed or transferred by the Company to its subsidiaries, its share registrar, and/or other companies or bodies for any of the stated purposes, and retained for such period as may be necessary for our verification and record purposes.
(iv) You have the right to request access to and/or correction of your Personal Data in accordance with the provisions of the PDPO. Any such request for access to and/or correction of your Personal Data should be in writing to the Personal Data Privacy Officer of Tricor Investor Services Limited.