SEM Holdings Limited — Proxy Solicitation & Information Statement 2021

Apr 29, 2021

SEM Holdings Limited 澳達控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 9929)

(the “Company”)

PROXY FORM FOR ANNUAL GENERAL MEETING

Proxy form for use at the annual general meeting of the Company to be held on Monday, 28 June 2021 (or any adjournment thereof)

I/We[(1)]

of

being the registered holder(s) of (2) shares (the “ Shares ”) of HK$0.01 each in the capital of the Company hereby appoint the Chairman of the annual general meeting of the Company (the “ Meeting ”), or[(3)]

shares (the “ Shares ”) of

of

as my/our proxy/proxies to attend and vote for me/us and on my/our behalf at the Meeting (and at any adjournment thereof) to be held at Unit 1203B, 1204–1205, 12/F, World-Wide House, 19 Des Voeux Road Central, Central, Hong Kong, on Monday, 28 June 2021 at 11:00 a.m. in respect of the following resolutions as indicated and on any other business that may properly come before the Meeting, and, if no such indication is given, as my/our proxy thinks fit:

		ORDINARY RESOLUTIONS		FOR (4)	AGAINST (4)	AGAINST (4)
	1.	To receive and adopt the audited consolidated financial statements and the reports of the
		directors of the Company and of the auditors of the Company for the year ended 31
		December 2020.
	2.	(i) To re-elect Mr. Woo Chu Fai as an executive director of the Company.
		(ii) To re-elect Mr. Wun Chi Wai as an executive director of the Company.
		(iii) To re-elect Mrs. Kan Wan Wai Yee Mavis as a non-executive director of	the
		Company.
		(iv) To authorise the board of directors of the Company to fix the remuneration of the
		directors of the Company.
	3.	To re-appoint Messrs. Deloitte Touche Tohmatsu as auditors of the Company and to authorise
		the board of directors of the Company to fix their remuneration.
	4.	To grant a general mandate to the directors of the Company to issue, allot and deal with
		additional Shares not exceeding 20% of the number of Shares in issue on the date of passing
		this resolution.
	5.	To grant a general mandate to the directors of the Company to repurchase Shares not
		exceeding 10% of the number of Shares in issue on the date of passing this resolution.
	6.	To extend the general mandate granted to the directors of the Company to issue, allot and
		deal with additional Shares by adding the number of Shares repurchased by the	Company.
	Dated	Signature (5)

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS . 2. Please insert the number of Shares registered in your name(s) to which this proxy form relates. If no number is inserted, this proxy form will be deemed to relate to all the Shares registered in your name(s). 3. If you wish to appoint a proxy other than the Chairman of the Meeting, please strike out “the Chairman of the Meeting, or” and insert the name and address of the person you wish to appoint in the space provided. ANY ALTERATION MADE TO THIS PROXY FORM MUST BE INITIALLED BY THE PERSON WHO SIGNS IT . A proxy need not be a member of the Company.

2. IMPORTANT : If you wish to vote for any resolution, please tick the appropriate box(es) marked “FOR”. If you wish to vote against any resolution, please tick the appropriate box(es) 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 complete any or all the boxes will entitle your proxy to cast your votes at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the Meeting other than those referred to above.

3. The proxy form must be signed by you or your attorney duly authorised in writing. In the case of a corporation, this proxy form must be executed either under common seal or under the hand of an officer or attorney duly authorised in writing.

4. In the case of joint registered holders, any one of such holders may attend and vote at the Meeting either personally or by proxy, but if more than one of such joint registered holders be present at the Meeting personally or by proxy, that one of the said persons so present whose name stands first on the register of members in respect of the joint holding shall alone be entitled to vote in respect thereof.

5. To be valid, this proxy form together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy thereof must be deposited at the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible and in any event no later than 48 hours before the time appointed (i.e. Saturday, 26 June 2021 at 11:00 a.m.) for the Meeting or any adjournment thereof.

6. Completion and delivery of the proxy form will not preclude you from attending and voting at the Meeting if you so wish. In such event, the proxy form shall be deemed to be revoked.

PERSONAL INFORMATION COLLECTION STATEMENT

proxies)Your supplyand ofyouryourvotingand yourinstructionsproxy’sfor(ortheproxies’)Meetingname(s)(the “ Purposes and address(es)”). We mayis ontransfera voluntaryyour basisand yourfor theproxy’spurpose(or ofproxies’)processingname(s)your andrequestaddress(es)for the appointmentto our agent,ofcontractor,a proxy (oror 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 mail to the Company/ Tricor Investor Services Limited at the above address.