Symphony Holdings Limited — Proxy Solicitation & Information Statement 2022

Feb 23, 2022

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SYMPHONY HOLDINGS LIMITED 新灃集團有限公司[*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 01223)

Form of Proxy for Special General Meeting to be held on Friday, 25 March 2022 (or any adjournment thereof)

I/We [(Note][1)] of being the registered holder(s) of shares [[(Note]][[2)]] of HK$0.10 each in the share capital of Symphony Holdings Limited (the “ Company ”), HEREBY APPOINT THE CHAIRMAN OF THE MEETING (“ Chairman ”) [(Note][3)] or of

shares [[(Note]][[2)]]

as my/our proxy to attend the Special General Meeting (“ Meeting ”) (and at any adjournment thereof) of the Company to be held at 10:30 a.m. on Friday, 25 March 2022 at the Boardroom, 10/F., Island Place Tower, 510 King’s Road, North Point, Hong Kong for the purpose of considering and, if thought fit, passing the resolutions as set out in the notice convening the Meeting and at the 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.

Please indicate with a “✔” in the boxes provided how you wish the proxy to vote on your behalf [(Note][4)] .

			ORDINARY RESOLUTIONS (Note 5)		FOR	AGAINST	AGAINST
		1.	To approve, ratify and confirm the Agreement and the transactions contemplated
			thereunder.
		2.	To approve, ratify and confirm the Deed of Guarantee by the Company.
		3.	To approve, ratify and confirm the Deed of Guarantee by the Seller.
		4.	To authorise any director of the Company to execute all other documents,
			instruments and agreements (whether under common seal or not)	and do all such
			acts or things deemed by him/her to be incidental to, ancillary to or in connection
			with the matters contemplated in the Agreement, the Deed of Guarantee by the
			Company,theDeedofGuaranteebytheSellerand/orthetransactions
			contemplated thereunder.

Signature [(Note][6)] :

Date:

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). If no number of shares is inserted, this form of proxy will be deemed to relate to all the shares in the Company registered in your name(s).

3. If any proxy other than the Chairman is desired, please delete the words “THE CHAIRMAN OF THE MEETING OR” and insert the full name and address of the proxy desired in the space provided. A proxy needs not be a member of the Company, but one must attend the Meeting in person to represent you. IF NO NAME IS INSERTED, THE CHAIRMAN WILL ACT AS PROXY . Completion and return of this form of proxy will not preclude you from attending and voting at the Meeting. In that event, this form of proxy will be deemed to have been revoked.

4. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION, PLEASE TICK ( ✔ ) IN THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST THE RESOLUTION, PLEASE TICK ( ✔ ) IN THE BOX MARKED “AGAINST”. Failure to complete either box will entitle your proxy to cast your votes or abstain at his/her discretion. Your proxy will also be entitled to vote or abstain at his/her discretion on any resolution properly put to the Meeting other than that referred to in the notice of the Meeting.

5. The full text of the ordinary resolutions appear in the notice of the Meeting dated 24 February 2022.

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

7. If you are the holder of two or more shares entitled to attend and vote at the Meeting, you are entitled to appoint more than one proxy to attend and vote on your behalf. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of each such proxy.

8. In the case of joint holders of a share, any one of such joint holders may vote at the Meeting either in person or by proxy in respect of such share, but if more than one of such joint holders is present at the Meeting personally or by proxy, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion 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 in respect of the joint holders.

9. To be valid, this form of proxy together with a power of attorney or other authority, if any, under which it is signed or a notarially certified copy thereof must be deposited with the branch share registrar of the Company in Hong Kong, Tricor Tengis Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time (i.e. Wednesday, 23 March 2022 at 10:30 a.m.) for holding the Meeting.

10. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE SHAREHOLDER WHO SIGNS IT.

PERSONAL INFORMATION COLLECTION STATEMENT

Yourvotingsupplyinstructionsof yourforandtheyourMeetingproxy’sof (orthe proxies’)Companyname(s)(the “ Purposes and address(es)”). We mayis ontransfera voluntaryyour andbasisyourfor proxy’sthe purpose(or proxies’)of processingname(s)yourandrequestaddress(es)for thetoappointmentour agent, contractor,of a proxy (oror thirdproxies)partyandserviceyour provider who provides administrative, computer and other services to us for use in connection with the Purposes and to such parties who are authorized 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 Tengis Limited at the above address.

• For identification purpose only