Steve Leung Design Group Limited — Proxy Solicitation & Information Statement 2021

Aug 10, 2021

STEVE LEUNG DESIGN GROUP LIMITED 梁志天設計集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2262)

FORM OF PROXY FOR USE AT THE EXTRAORDINARY GENERAL MEETING

TO BE HELD ON 30 AUGUST 2021 (MONDAY)

I/We (note 1)

of

being the registered holder(s) of

shares (note 2)

of HK$0.01 each in the share capital of STEVE LEUNG DESIGN GROUP LIMITED (the ‘‘Company’’), HEREBY APPOINT THE CHAIRMAN OF THE MEETING (note 3) or

of

as my/our proxy to attend the extraordinary general meeting of the Company to be held at 30/F, Manhattan Place, 23 Wang Tai Road, Kowloon Bay, Kowloon, Hong Kong on Monday, 30 August 2021 at 11:00 a.m. (and at any adjournment thereof) for the purposes of considering and, if thought fit, passing the resolutions set out in the notice convening the said meeting and at such meeting (and at any adjournment thereof) to vote for me/us in my/our name(s) in respect of the resolutions as indicated below. My/Our proxy will also be entitled to vote on any matter properly put to the meeting in such manner as he/she thinks fit.

he/she thinks fit.
ORDINARY RESOLUTIONFOR(notes 4 & 5)	AGAINST(notes 4 & 5)
‘‘THAT
(a) the framework agreements dated 24 June 2021 and entered into between the Company and 江河創建集團股份有限公司(Jangho Group Co., Ltd.) and 江河創新地產股份有限公司(Jangho Chuangxin Real
Estate Co., Ltd.*) respectively (the ‘‘Framework Agreements’’) and the transactions contemplated
thereunder (copies of the Framework Agreements are tabled at the meeting and marked ‘‘A’’ and initialed
by the chairman of the meeting for identification purpose) be and are hereby approved, confirmed and
ratified;
(b) the proposed annual caps of the transactions contemplated under the Framework Agreements for each
of the three financial years ending 31 December 2023 be and are hereby approved and confirmed; and
(c) any one director of the Company, or any two directors of the Company if the affixation of the common
seal is necessary, be and is/are hereby authorised to, on behalf of the Company, sign and execute all
documents, instruments and agreements and do all such acts or things or prior actions deemed by him/
her to be incidental to, ancillary to or in connection with or to give effect to the Framework
Agreements and the transactions contemplated thereunder.’’
Dated thisday of2021Signature:	(note 6)

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS.

2. Please insert the number of shares of the Company 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 3. Ifregisteredany proxyinotheryour name(s).than the chairman of the board of directors of the Company is preferred, strike out the words ‘‘THE CHAIRMAN OF THE MEETING’’ here inserted and insert the name and address of the proxy desired in the space provided. A shareholder of the Company who is the holder of two or more shares of the Company may appoint more than one proxy to attend and vote on his/her/its behalf at the meeting. If more than one proxy is so appointed, the appointment shall specify the number of shares of the Company in respect of which each such proxy is so appointed. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE MEETING WILL ACT AS YOUR PROXY. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALED BY THE PERSON WHO SIGNS IT.

3. IMPORTANT:AGAINSTVOTES, ORA TORESOLUTION,IF CASTYOU WISHSOMETICKTOOFVOTEYOUR(✓) INFORVOTESTHEA RESOLUTION,RELEVANT‘‘FOR’’ ANDBOXTICKSOMEBELOW(✓OF) INYOURTHETHE RELEVANTVOTESBOX MARKED‘‘AGAINSTBOX‘‘AGAINSTBELOW’’ A PARTICULARTHE’’. IFBOXYOUMARKEDRESOLUTION,WISH TO‘‘FORUSE’’. YOUIFLESSYOUMUSTTHANWISHWRITEALLTO YOURVOTETHE NUMBER OF VOTES IN THE RELEVANT BOX(ES). Failure to tick either box or write the number of votes in the box in respect of a resolution will entitle your proxy to cast your vote in respect of that resolution at his/her discretion or to abstain from voting. Your proxy will also be entitled to vote at his/her discretion or to abstain from voting on any resolution properly put to the meeting other than those referred to in the notice convening the meeting.

4. All resolutions will be put to vote by way of poll at the meeting. Every shareholder of the Company present in person (in case of a shareholder of the Company being a corporation, by its duly authorised representative) or by proxy shall have one vote for every fully paid-up share of which he/she/it is the holder. A person entitled to more than one vote on a poll need not use all his/her votes or cast all the votes he/she uses in the same way and in such case, please state the relevant number of shares in the appropriate box(es) above.

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 executed under its common seal or under the hand of an officer or attorney or other person duly authorized.

6. Any shareholder of the Company entitled to attend and vote at the meeting is entitled to appoint another person as his/her/its proxy to attend and vote on behalf of him/her/it. The proxy need not be a shareholder of the Company.

7. Where there are joint registered holders of any shares, any one of such persons may vote at any meeting (or at any adjournment of it), either personally or by proxy, in respect of such shares as if he/she were solely entitled thereto; but if more than one of such joint holders be present at any meeting personally or by proxy, that one of the said persons so present being the most, or, as the case may be, the more senior shall alone be entitled to vote in respect of the relevant joint holding and, for this purpose, seniority shall be determined by reference to the order in which the names of the joint holders stand in the register in respect of the relevant joint holding.

8. Indepositedorder toatbethevalid,Companya form’s branchof proxysharetogetherregistrarwithintheHongpowerKong,of LinkattorneyMarketor otherServicesauthority,(Hong Kong)if any,PtyunderLimited,whichatitSuiteis signed1601,or16/F.,a certifiedCentralcopyTower,of that28 powerQueen’sorRoadauthority,Central,mustHongbe Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the EGM or any adjournment thereof. Delivery of the form of proxy shall not preclude a Shareholder from attending and voting in person at the EGM and, in such event, the form of proxy shall be deemed to be revoked.

9. TheIn ordersharetoregisterbe entitledof thetoCompanyattend thewillEGMbe closedand votefromat theWednesday,EGM, all 25completedAugust 2021sharetotransferMonday,forms30 Augustaccompanied2021 (bothwith daysthe relevantinclusive),shareduringcertificateswhich nomusttransferbe lodgedof shareswithwillthebeCompanyeffected.’s branchKong) PtyshareLimitedregistraris Suitein Hong1601,Kong,16/F., LinkCentralMarketTower,Services28 Queen(Hong’s RoadKong)Central,Pty Limited,HongnotKong.later than 4:30 p.m. on Tuesday, 24 August 2021. The address of Link Market Services (Hong

10. Completion and delivery of the form of proxy will not preclude you from attending and voting at the meeting or any adjournment thereof (as the case may be) if you so wish and in such event, this form of proxy shall be deemed to be revoked.

11. The Company reserves the right to treat any proxy form which has been incorrectly completed in some manner which (at its absolute discretion) is not material as being valid. * For identification purpose only

PERSONAL INFORMATION COLLECTION STATEMENT

(i) ‘‘Personal Data’’ in these statements 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. Failure to provide sufficient information may result in the Company being unable to process your appointment of proxy and instructions.

(iii) forYoursuchPersonalperiodDataas maymaybebenecessarydisclosedforor thetransferredCompanyby’s theverificationCompanyandtorecordits subsidiaries,purposes.its share registrar, and/or other companies or bodies for any of the stated purposes, and retained

• (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 Link Market Services (Hong Kong) Pty Limited at hkenquiries@linkmarketservices.com.