SH Group (Holdings) Limited — Proxy Solicitation & Information Statement 2025

Jul 22, 2025

SH

SH GROUP (HOLDINGS) LIMITED

順興集團（控股）有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1637)

FORM OF PROXY FOR 2025 ANNUAL GENERAL MEETING OR

ANY ADJOURNMENT THEREOF

I/We

of

being the registered holder(s) of 2 shares of HK$0.01 each in the capital of SH Group (Holdings) Limited (the "Company"), HEREBY APPOINT the chairman of the meeting or 3

of

as my/our proxy to attend and vote for me/us and on my/our behalf at the annual general meeting of the Company to be held at United Conference Centre, 10/F., United Centre, 95 Queensway, Admiralty, Hong Kong on Friday, 29 August 2025 at 10:00 a.m. (the "Meeting") (or any adjournment thereof) for the purpose of considering and, if thought fit, passing the following resolutions as detailed in the notice convening the Meeting and at the Meeting to vote for me/us in my/our name(s) in respect of the said resolutions as hereunder indicated or, if no such indication is given, as my/our proxy thinks fit.

ORDINARY RESOLUTIONS*		FOR 4	AGAINST 4
1.	To receive and adopt the audited consolidated financial statements and the report of the directors of the Company (the “Directors”) and auditor’s report of the Company for the year ended 31 March 2025
2.	(i) To re-elect Mr. Yu Ho Chi as an executive Director
	(ii) To re-elect Ms. Yu Tse Wai as a non-executive Director
	(iii) To re-elect Mr. Lam Yim Nam as an independent non-executive Director
	(iv) To authorise the board of Directors (the “Board”) to fix the remuneration of the Directors
3.	To re-appoint Deloitte Touche Tohmatsu as the auditor of the Company and to authorise the Board to fix its remuneration
4.	To grant a general mandate to the Directors to allot, issue and otherwise deal with the shares of the Company
5.	To grant a general mandate to the Directors to repurchase shares of the Company
6.	To add the number of the shares of the Company repurchased by the Company to the mandate granted to the Directors under resolution numbered 4
SPECIAL RESOLUTION*
7.	To approve the adoption of the amended and restated articles of association of the Company by incorporating the proposed amendments as set out in the Appendix III to the circular of the Company dated 23 July 2025

• Full text of the above resolutions is set out in the notice of the Meeting dated 23 July 2025.

Signature 5:

Date:

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS. The name of all joint registered holders should be stated. A member entitled to attend and vote at the Meeting is entitled to appoint a proxy or more than one proxy (for member holding two or more shares) to attend and, on a poll, vote in his/her stead. A proxy need not be a member of the Company.
2. Please insert the number of shares of the Company registered in your name(s) to which the 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).
3. If any proxy other than the chairman of the Meeting is preferred, strike out the words "the chairman of the meeting or" and insert the name and address of the proxy desired in the space provided. The proxy need not be a member of the Company but must attend the Meeting in person to represent you. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.
4. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, PUT A TICK IN THE BOX MARKED "FOR". IF YOU WISH TO VOTE AGAINST A RESOLUTION, PUT A TICK IN THE BOX MARKED "AGAINST". Failure to do so will entitle your proxy to vote or abstain at he/she thinks fit. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the Meeting other than those referred to in the notice convening the Meeting.
5. 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 common seal or under the hand of an officer duly authorised.
6. In the case of joint holders the vote of a senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the 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. 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 thereof must be deposited at the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong) as soon as practicable but in any event by 10:00 a.m. on Wednesday, 27 August 2025 or not less than 48 hours before the time appointed for holding the adjourned meeting.
8. Completion and delivery of the form of proxy will not preclude you from attending and voting at the Meeting 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

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 meeting of the Company (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 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.