Sinomax Group Limited — AGM Information 2022

Apr 28, 2022

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Sinomax Group Limited 盛諾集團有限公司

(Incorporated under the laws of the Cayman Islands with limited liability)

(Stock Code: 1418)

Form of proxy for use by shareholders at the annual general meeting of Sinomax Group Limited (the “Company”) to be held at Units 2005-2007, Level 20, Tower 1, MegaBox Enterprise Square Five, 38 Wang Chiu Road, Kowloon Bay, Hong Kong on Wednesday, 22 June 2022 at 10:00 a.m. (or any adjournment thereof) (the “Meeting”)

I/We[(Note 1) ]

of

being the registered holder(s) of

share(s)[(Note 2)] of HK$0.1 each in the capital of the Company hereby

appoint[(Note 3)] the Chairman of the Meeting or

of

to act as my/our proxy to attend for me/us at the Meeting for the purpose of considering and, if thought fit, passing the following resolutions as set out in the notice convening the Meeting and at the Meeting to vote on my/our behalf and in my/our name(s) in respect of the said resolutions as indicated below or, if no indication is given, as my/our proxy thinks fit.

	ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	FOR(Note 4)	AGAINST(Note 4)
1.	To consider and approve the audited consolidated financial statements of the Company andits subsidiaries and the reports of the directors of the Company (the “Directors”) and theauditors of the Company for the year ended 31 December 2021.
2.	To consider, approve and declare a final dividend for the year ended 31 December 2021.
3.	To consider the re-election of the following Directors:
	(a)Mr. Lam Chi Fan, as an executive Director;
	(b)Mr. Zhang Hwo Jie, as an independent non-executive Director; and
	(c)Mr. Wu Tak Lung, as an independent non-executive Director.
4.	To authorise the board of Directors (the “Board”) to fix the remuneration of the Directors.
5.	To re-appoint PricewaterhouseCoopers as the auditors of the Company and authorise theBoard to fix its remuneration.
6.	To grant a general mandate to the Directors to allot, issue and deal with the unissuedshares of the Company not exceeding 20% of the aggregate number of issued shares of theCompany as at the date of passing this resolution.
7.	To grant a general mandate to the Directors to repurchase the Company’s shares notexceeding 10% of the number of issued shares of the Company as at the date of passing thisresolution.
8.	To add the number of the shares repurchased by the Company under resolution no. 7 aboveto the general mandate granted to the Directors under resolution no. 6 above.
	SPECIAL RESOLUTION
9.	To approve the proposed amendments to the existing memorandum and articles ofassociation of the Company and the adoption of the amended and restated memorandumand articles of association of the Company.
Date thisShareholder’s signatureNotes:			day of	2022. (Note 5)

1. Full name(s) and address(es) to be inserted in BLOCK CAPITAL LETTERS . Where there are any joint registered holders of any shares of the Company, the names of all joint registered holders should be stated.

2. 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).

3. If you wish to appoint a 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 proxy appointed in the space provided. A proxy need not be a shareholder of the Company.

4. If you wish to vote for any of the resolution, please tick in the boxes marked “For”. If you wish to vote against any of the resolution, please tick in the box marked “Against”. Failure to tick a box will entitle your proxy to vote or to abstain from voting at his/her/discretion.

5. This form of proxy must be signed by you or your attorney duly authorised in writing, or in case of a corporation, must either be executed under its common seal or under the hand of any officer or attorney or other person duly authorised.

6. Where there are joint registered holders of any shares, any one of such joint holders may vote at the Meeting, either personally or by proxy, in respect of such shares as if he/ she/it were solely entitled thereto, but if more than one of such joint holders are present at the Meeting, personally or by proxy, then the holder so present whose name stands first on the register of members in respect of such share(s) shall alone be entitled to vote in respect thereof.

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 office of the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong or via the designated URL (https://spot-emeeting.tricor.hk) by using the username and password provided on the notification letter sent by the Company not less than 48 hours before the time fixed for holding the Meeting (or any adjournment thereof).

8. Completion and return of this form of proxy will not preclude you from attending and voting in person at the Meeting (or any adjournment thereof) if you so wish.

9. Any alteration made to this form of proxy should be initialled by the person who signs the form.