Tristate Holdings Limited — Proxy Solicitation & Information Statement 2026

Apr 23, 2026

T

Tristate Holdings Limited

(Incorporated in Bermuda with limited liability)

(Stock Code: 458)

Form of proxy for the annual general meeting of Tristate Holdings Limited (the “Company”) to be held at Room 5A, 5th Floor, 66-72 Lei Muk Road, Kwai Chung, New Territories, Hong Kong on Tuesday, 23 June 2026 at 10:00 a.m. (the “AGM”) or any adjournment thereof

I/We (Note 1)

of

being the registered holder(s) of (Note 2) shares of HK$0.10 each in the capital of the Company

HEREBY APPOINT the chairman of the AGM or (Note 3)

of as my/our proxy, to attend for me/us at the AGM or at any adjournment thereof, and to vote on my/our behalf and in my/our name(s) in respect of the following resolutions as hereunder indicated and, if no such indication is given, as my/our proxy thinks fit.

ORDINARY RESOLUTIONS		FOR (Note 4)	AGAINST (Note 4)
1.	To receive the audited consolidated financial statements of the Company and the reports of the directors and the independent auditor for the year ended 31 December 2025.
2.	To declare a final dividend for the year ended 31 December 2025.
3.	(A) To re-elect Mr. Peter TAN as an independent non-executive director of the Company.
	(B) To re-elect Professor Chen LIN as an independent non-executive director of the Company.
	(C) To ratify the aggregate remuneration paid to all the directors of the Company for the year ended 31 December 2025 and to authorise the board of directors of the Company to fix the directors’ remuneration for the year ending 31 December 2026.
4.	To re-appoint KPMG as the auditor of the Company and to authorise the board of directors of the Company to fix its remuneration.
5.	To grant a general mandate to the directors of the Company to buy back issued shares of the Company (Note 4).
6.	To grant a general mandate to the directors of the Company to issue additional shares of the Company (Note 4).
7.	To extend the general mandate to issue additional shares of the Company by the addition thereto of the number of issued shares bought back by the Company (Note 4).

Signature(s) (Note 6)

Date: 2026

Notes:

1. Full name(s) and address(es) are to be inserted in BLOCK CAPITALS. The names of all joint holders should be stated.
2. Please insert the number of shares in the capital of the Company registered in your name(s) to which this form of proxy is to relate. If no number is inserted, this form of proxy will be deemed to relate to all the shares in the capital of the Company registered in your name(s).
3. This form of proxy appoints the chairman of AGM as your proxy. If you wish to appoint a proxy other than the chairman of the AGM, please strike out the words “the chairman of the AGM or” and insert the name and address of the proxy desired in the space provided. If no amendment is made, the chairman of the AGM shall be deemed to have been appointed as your proxy. The proxy appointed by you need not be a member of the Company but must attend the AGM in person to represent you. Any such proxy may attend, speak and vote at the AGM in your stead.
4. IMPORTANT: if you wish to vote for a particular resolution, please put a tick in the relevant box under “FOR”. If you wish to vote against a particular resolution, please put a tick in the relevant box under “AGAINST”. If you do not wish to cast all your votes, or if you wish to cast some of your votes “FOR” and some of your votes “AGAINST” a particular resolution, you must write the number of votes in the relevant box(es). Failure to give an indication in either box will entitle your proxy to cast your vote or to abstain from voting at his/her discretion. Save to the extent of any instructions as aforesaid, this form of proxy gives absolute authority to the proxy to do all such things (including voting or abstaining as he/she may at his/her absolute discretion consider appropriate) in respect of any business which might arise at the AGM.
5. To be valid, an instrument appointing a proxy or an attorney relating to the AGM and the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power of authority, must be deposited with the Company’s Hong Kong branch registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong not less than 48 hours before the time appointed for holding the AGM or any adjournment thereof (as the case may be).
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 under its seal or under the hand of an officer, attorney or other person duly authorised.
7. In the case of joint holders of a share, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holder(s), and for this purpose, seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of such share.
8. Full text of each of these proposed ordinary resolutions is set out in the notice convening the AGM.
9. All resolutions put to vote at the AGM will be decided on by way of poll.
10. Any alteration made to this form of proxy must be initialed by the person(s) who sign(s) it.

Personal Information Collection Statement:

(i) “Personal Data” in this statement 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. If you fail to provide sufficient information, the Company may not be able to process your instruction and/or request as stated in this form of proxy.
(iii) Your Personal Data may be disclosed or transferred by the Company to its subsidiaries, its share registrars, and/or other companies or bodies for any of the stated purposes, or when it is required to do so by law, and will be retained for such period as may be necessary for verification and record purposes.
(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 made in writing and sent to the Personal Data Privacy Officer of the Company’s Hong Kong branch registrar by post at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong or by email to PrivacyOfficer@computershare.com.hk.