Town Ray Holdings Limited — Proxy Solicitation & Information Statement 2024

May 28, 2024

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(Stock Code: 1692)

PROXY FORM FOR USE AT THE ANNUAL GENERAL MEETING OF THE COMPANY TO BE HELD ON 21 JUNE 2024

Number of Shares to which this proxy form relates [(Note][1)]

I/We [(Note][2)] , of being the registered holder(s) of [(Note][3)] ordinary share(s) (the “ Share(s) ”) of HK$ 0.01 each in the share capital of Town Ray Holdings Limited (the “ Company ”) hereby appoint the chairman of the AGM (as defined below), or [(Note][4)] of as my/our proxy to attend and vote for me/us and on my/our behalf at the annual general meeting of the Company (the “ AGM ”) to be held at 11:00 a.m. on Friday, 21 June 2024 at Workshop A, 25th Floor, Reason Group Tower, No. 403 Castle Peak Road – Kwai Chung, Kwai Chung, New Territories, Hong Kong (or at any adjournment thereof).I/We direct that my/our vote(s) be cast on the specified resolutions as indicated by an “✓” in the appropriate boxes. In absence of any indication, the proxy may vote for or against the resolution at his/her own discretion.

		ORDINARY RESOLUTIONS(Note 5)	ORDINARY RESOLUTIONS(Note 5)	ORDINARY RESOLUTIONS(Note 5)	FOR(Note 6)AGAINST(Note 6)1.2.3.4(a)4(b)4(c)4(d)4(e)4(f)4(g)5.6.7.8.
	1.	To receive, consider and adopt the audited consolidated financial statements and the reports of thedirectors and independent auditor of the Company and its subsidiaries for the year ended 31December 2023.
	2.	To approve the payment of a final dividend of HK15.1 cents per Share for the year ended 31December 2023.
	3.	To re-appoint Ernst & Young as auditor of the Company and to authorise the board of directors ofthe Company to fix their remuneration.
	4.	(a)To re-elect Mr. Chan Wai Ming as an executive director of the Company and authorise theboard of directors of the Company to fix his remuneration.
		(b)To re-elect Mr. Chiu Wai Kwong as an executive director of the Company and authorise theboard of directors of the Company to fix his remuneration.
		(c)To re-elect Ms. Tang Mei Wah as an executive director of the Company and authorise theboard of directors of the Company to fix her remuneration.
		(d)To re-elect Mr. Yu Kwok Wai as an executive director of the Company and authorise the boardof directors of the Company to fix his remuneration.
		(e)To re-elect Ms. Chan Tak Yi as an independent non-executive director of the Company andauthorise the board of directors of the Company to fix her remuneration.
		(f)To re-elect Ms. Leung Lai Yee Edwina as an independent non-executive director of theCompany and authorise the board of directors of the Company to fix her remuneration.
		(g)To authorise the board of directors of the Company to fix the remuneration of the directors ofthe Company.
	5.	To grant a general unconditional mandate to the directors of the Company to exercise all powers ofthe Company to allot, issue and deal with the Shares not exceeding the aggregate of 20% of thenumber of the issued Shares as at the date of passing this resolution.
	6.	To grant a general unconditional mandate to the directors of the Company to exercise all powers ofthe Company to purchase or repurchase the Shares not exceeding the aggregate of 10% of thenumber of the issued Shares as at the date of passing this resolution.
	7.	To extend the general unconditional mandate granted to the directors of the Company under theordinary resolution numbered 5 above by an amount representing the number of the issued Sharespurchased or repurchased by the Company pursuant to the general mandate under the ordinaryresolution numbered 6 above.
	8.	To approve the entering into of the Tenancy Agreements (as defined in the circular of the Companydated 28 May 2024) and the transactions contemplated thereunder; and to authorise the board ofdirectors of the Company to take all actions necessary or expedient in its opinion to implementand/or give effect to the TenancyAgreements.
	Dated	this date:	of	2024Signature(s)(Note 7):

Notes:

1. If no number is inserted, this form of proxy will be deemed to be related to all the Shares of the company registered in your names. 2. Full name(s) and address(es) must be inserted in BLOCK CAPITALS . The names of all joint registered holder should be stated. 3. Please insert the number of shares registered in your name(s) to which the proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all the shares of the Company registered in your name(s).

2. ANY ALTERNATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON(S) WHO SIGN(S) IT . 5. The description of these resolutions is by way of summary only. The full text appears in the notice convening the AGM. 6. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, TICK THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST A RESOLUTION, TICK THE BOX MARKED “AGAINST” . Failure to tick either box will entitle your proxy to cast your vote or abstain at his/her discretion. Your proxy will also be entitled to vote or abstain at his/her discretion on any amendment to the resolutions referred to in the notice of the AGM which has been properly put to the AGM.

3. This form of proxy shall be in writing under the hand of the appointor or of his/her attorney duly authorised in writing or, if the appointor is a corporation, either under its seal or under the hand of an officer or attorney duly authorised to sign the same. In the case of this form of proxy purporting to be signed on behalf of a corporation by an officer thereof it shall be assumed, unless the contrary appears, that such officer was duly authorised to sign this form of proxy on behalf of the corporation without further evidence of the fact.

4. In order to be valid, this form of proxy together with the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power or authority, shall be delivered to the office of the Hong Kong branch share registrar of the Company, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than 48 hours before the time appointed for holding the AGM or adjourned meeting thereof (as the case may be) at which the person named in this form of proxy proposes to vote.

5. Where there are joint registered holders of any share of the Company, any one of such persons may vote by proxy, in respect of such share as if he were solely entitled thereto; but if more than one of such joint holders vote by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such share shall alone be entitled to vote in respect thereof.

6. The notice of the AGM is set out in the Company’s circular dated 28 May 2024.

PERSONAL INFORMATION COLLECTION STATEMENT

Yourinstructionssupply offoryourthe andAGMyour(theproxy’s’ Purposes (or proxies’)’). We mayname(s)transferandyouraddress(es)and youris onproxy’sa voluntary(or proxies’)basis forname(s)the purposeand ofaddress(es)processingtoyourourrequestagent, forcontractor,the appointmentor third ofpartya proxyservice(or proxies)providerandwhoyourprovidesvoting 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 Tricor Investor Services Limited at the above address.