Solis Holdings Limited — Proxy Solicitation & Information Statement 2023

Apr 27, 2023

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SOLIS HOLDINGS LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2227)

PROXY FORM Form of proxy for use at the annual general meeting to be held on 13 June 2023 and any adjournment thereof

I/We [(Note][1)] ,

of

being the registered holder(s) of [(Note][2)] ordinary share(s) of HK$0.01 each in the capital of Solis Holdings Limited (the “ Company ”), HEREBY APPOINT THE CHAIRMAN (THE “ CHAIRMAN ”) OF THE ANNUAL GENERAL MEETING OF THE COMPANY (THE “ MEETING ”) or [(Note][3)]

of as my/our proxy to act for me/us at the Meeting to be held at 85 Tagore Lane, Singapore 787527 on Tuesday, 13 June 2023 at 2:00 p.m. (and at any adjournment thereof) for the purpose of considering and, if thought fit, passing the resolutions set out in the notice convening the Meeting and at such meeting (and at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of the resolutions as indicated below, and if no such indication is given, as my/our proxy thinks fit.

			Ordinary Resolutions		For (Note 4)			Against (Note 4)
		1. To receive and consider the audited consolidated financial statements and the reports of
		the directors and the auditors of the Company for the year ended 31 December 2022.
		2a. To re-elect Mr. Tay Yong Hua as an executive director of the Company.
		2b. To re-elect Mr. Kenneth Teo Swee Cheng as an executive director of the Company.
		2c. To re-elect Mr. Choong Pei Nung as an independent non-executive director of		the
		Company.
		3. To authorise the board of directors of the Company to fix the remuneration of		the
		directors	of the Company.
		4. To re-appoint Baker Tilly TFW LLP as the auditor of the Company and to authorise		the
		board of	directors of the Company to fix their remuneration.
		5. To give a general mandate to the directors of the Company to allot, issue and deal with
		additional shares not exceeding 20% of the existing issued share capital.
		6. To give a general mandate to the directors of the Company to repurchase shares in		the
		capital of the Company not exceeding 10% of the existing issued share capital.
		7. To extend the general mandate granted to the directors of the Company to issue shares		by
		the number of shares repurchased.
			Special Resolution
		8. To approve the proposed amendments to the existing amended and restated memorandum
		and articles of association and adopt the second amended and restated memorandum and
		articles of association of the Company in substitution for, and to the exclusion of,		the
		existing amended and restated memorandum of association and articles of association of
		the Company, and that any director or company secretary of the Company be and is
		authorised for and on behalf of the Company to execute all such documents and do		all
		such acts and things as he/she may in his/her absolute discretion deem necessary,
		desirable, appropriate or expedient to give effect to the proposed amendments and		the
		adoption	of the second amended and restated memorandum and articles of Association.
		Dated this	day of 2023		Signature _(Note _		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) and to which the proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all the shares in the Company registered in your name(s).

2. If any proxy other than the Chairman is preferred, strike out “ THE CHAIRMAN OF THE MEETING or” here and insert the name and address of the proxy desired in the space provided. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT. A proxy needs not be a member of the Company but must attend the Meeting in person to represent you.

3. IMPORTANT: IF YOU WISH TO VOTE FOR ANY OF THE RESOLUTIONS, TICK IN THE RELEVANT BOX BELOW THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST ANY OF THE RESOLUTIONS, TICK IN THE RELEVANT BOX BELOW THE BOX MARKED “AGAINST”. Failure to tick either of the boxes in respect of a resolution will entitle your proxy to cast his vote in respect of that resolution at his discretion or abstain. Your proxy will also be entitled to vote at his discretion or abstain on any resolution properly put to the Meeting other than those referred to in the Notice convening the Meeting.

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

5. To be valid, this form of proxy, together with any power of attorney or other authority under which it is signed or a notarially certified copy thereof must be deposited at Boardroom Share Registrars (HK) Limited at Room 2103B, 21/F., 148 Electric Road, North Point, Hong Kong not less than 48 hours before the time appointed for holding of the Meeting or any adjournment thereof.

6. In the case of joint holders, the vote of the 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.

7. Completion and return of this form of proxy will not preclude you from attending and voting at the Meeting if you so wish. In the event that you attend the Meeting after having lodged this form of proxy, it will be deemed to have been revoked.

8. Pursuant to Rule 13.39(4) of the Listing Rules, all the resolutions put to vote at the Meeting shall be taken by way of poll.

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 (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.