Tomson Group Limited — Proxy Solicitation & Information Statement 2025

Jan 23, 2025

CHINA AGRI-PRODUCTS EXCHANGE LIMITED

中國農產品交易有限公司

(Incorporated in Bermuda with limited liability)

(Stock Code: 0149)

Form of proxy for use by shareholders

at the Special General Meeting to be held on Thursday, 20 February 2025 (“SGM”)

I/We $^{(Note 1)}$ of

being the registered holder(s) of $^{(Note 2)}$ shares of HK$0.01 each (the “Share(s)”) in the share capital of China Agri-Products Exchange Limited (中國農產品交易有限公司) (the “Company”), HEREBY APPOINT $^{(Note 3)}$ the chairman of the SGM or failing him/her

of

as my/our proxy to act for me/us and on my/our behalf at the SGM (or any adjournment thereof), as the case may be, to be held at 17th Floor, One Island East, Taikoo Place, 18 Westlands Road, Quarry Bay, Hong Kong on Thursday, 20 February 2025, at 3:00 p.m. for the purpose of considering and, if thought fit, passing the resolution set out in the notice convening the said SGM and at the SGM, and at any adjournment thereof, to vote for me/us in my/our name(s) as indicated below in respect of such resolution and, if no such indication is given, as my/our proxy thinks fit.

ORDINARY RESOLUTION (Note 5)			FOR (Note 4)	AGAINST (Note 4)
1.	(a)	To approve the sale and purchase agreement (the “Sale and Purchase Agreement”) dated 13 December 2024 entered into between Wang On Commercial Management Limited (the “Vendor”), Wang On Group Limited as guarantor to the Vendor, Gain Bravery Limited (得驗有限公司) (the “Purchaser”) and the Company as guarantor to the Purchaser, in relation to the sale and purchase of the entire issued share capital of Regal Smart Investment Limited (偉駿投資有限公司) (the “Target Company”) and the shareholder’s loan owing by the Target Company to the Vendor, for a total consideration of HK$150,000,000 and the transactions contemplated thereunder; and
	(b)	to authorise any one director of the Company (the “Director”) to do all such acts and things as the Director in his/her sole and absolute discretion deems necessary, desirable or expedient to implement, give effect to and/or complete the Sale and Purchase Agreement and the transactions contemplated thereunder.

Signed this the __ day of __ 2025

Shareholder's(s') signature $^{(Notes 6)}$: __

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS. 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 such Shares registered in your name(s).
3. If any proxy other than the chairman of the SGM is preferred, please delete the words “the chairman of the SGM, or failing him/her” 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(s) who sign(s) it. If no name is inserted, the chairman of the SGM will act as your proxy.
4. IMPORTANT: If you wish to vote for or against the resolution, please place a “/” in the box marked “FOR” or the box marked “AGAINST” as appropriate. Failure to complete a box will entitle your proxy to cast your vote(s) 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 SGM other than that referred to in the notice convening the SGM.
5. The full text of the resolution appears in the notice of the SGM dated 24 January 2025.
6. 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 seal or under the hand of an officer or attorney or other person duly authorised to sign the same.
7. Where there are joint registered holders of any Share, any one of such joint holders may vote at the SGM, either in person 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 the SGM, personally or by proxy, that one of the said persons so present whose name stands first in the register of members of the Company in respect of the joint holding shall be accepted to the exclusion of the votes of the other joint holders.
8. A proxy need not be a member of the Company, but must attend the SGM in person to represent you.
9. In order to be valid, this form of proxy and the power of attorney or other authority, if any, under which it is signed or a certified copy of such power of attorney or authority, 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 possible but in any event not less than 48 hours before the time appointed for the holding of the SGM or any adjournment thereof. Completion and return of this proxy form will not preclude you from attending and voting in person at the SGM or any adjournment thereof should you so wish and in such event, this form of proxy shall be deemed to be revoked.

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 SGM (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 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. You/your proxy (or proxies) has/have the right to request access to and/or correction of the relevant personal data in accordance with the provisions of the Personal Data (Privacy) Ordinance, Chapter 486 of the Laws of Hong Kong and any such request should be in writing by mail to Tricor Investor Services Limited at the above address.