Wang On Group Limited — Proxy Solicitation & Information Statement 2022

Sep 22, 2022

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WANG ON GROUP LIMITED （宏安集團有限公司） *

(Incorporated in Bermuda with limited liability)

(Stock Code: 1222)

Form of proxy for use by shareholders at the special general meeting to be held as a combination of a physical meeting at Room 1- 5, 9th Floor, China Insurance Group Building, 141 Des Voeux Road Central, Central, Hong Kong and an online virtual meeting via Tricor e-Meeting System on Thursday, 13 October 2022 at 11:00 a.m. (Hong Kong Time) (or any adjournment thereof)

I/We [(Note 1)] of being the registered holder(s) of [(Note 2)] share(s) (the “ Shares ”) of HK$0.01 each in the capital of Wang On Group Limited ( 宏安集團有限公司 )* (the “ Company ”), HEREBY APPOINT [ (Note 3)] the chairman of the special general meeting, or failing him

of (address) or (email address) to act as my/our proxy to attend and vote for me/us and on my/our behalf at the special general meeting to be held as a combination of a physical meeting at Room 1- 5, 9th Floor, China Insurance Group Building, 141 Des Voeux Road Central, Central, Hong Kong and an online virtual meeting via Tricor e-Meeting System on Thursday, 13 October 2022 at 11:00 a.m. (Hong Kong Time) (the “ SGM ”) and at any adjournment thereof in respect of the resolution set out in the notice convening the SGM (the “ Notice ”) to vote for me/us and in my/our name(s) in respect of the resolution as indicated below, and, if no such indication is given, as my/our proxy thinks fit.

Please make a tick in the appropriate box to indicate how you wish your vote(s) to be cast on a poll.

Please make a tick in the appropriate box to indicate how you wish your vote(s) to be cast on a poll.
ORDINARY RESOLUTION	FOR (Note 4)	AGAINST (Note 4)
To approve the Sale and Purchase Agreement (as defned in the circular of the Company dated 23 September 2022(the “Circular”) and the transactions contemplated thereunder and the implementation thereof, and to authoriseany one director of the Company (the “Director”) to do all such acts and things as the Director in his/her soleand absolute discretion deems necessary, desirable or expedient to implement, give efect to and/or complete theDisposal and the Sale and Purchase Agreement (as defined in the Circular) and the transactions contemplatedthereunder.#

# Please refer to the Notice for the full text of this resolution.

Dated this

day of 2022 Signature(s) [(Note 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) to which the proxy relates. If no number is inserted, this proxy form will be deemed to relate to all the Shares in the share capital of the Company registered in your name(s).

3. If any proxy other than the chairman of the SGM is preferred, delete words “the chairman of the special general meeting, or failing him” and insert the name and address of the proxy desired in the space provided. If no name is inserted, the chairman of the SGM will act as your proxy.

4. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION, PLEASE TICK THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST THE RESOLUTION, PLEASE TICK THE BOX MARKED “AGAINST”. Failure to tick a box will entitle your proxy to cast your vote at his/her discretion. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the SGM other than those referred to in the Notice. If you wish to allow your proxy to attend the SGM through Tricor e-Meeting system, please also insert his/her email address. The email address so provided will be used by the Company’s branch share registrar and transfer office in Hong Kong, Tricor Tengis Limited, for sending the login details for voting at the SGM, so you and your proxy should ensure that the email address provided will be suitable for this purpose.

5. If your proxy has not received the login details by email by 11:00 a.m. (Hong Kong Time) on Wednesday, 12 October 2022, you should contact the Company’s branch share registrar and transfer office in Hong Kong, Tricor Tengis Limited at (852) 2975 0928 or email to emeeting@hk.tricorglobal.com for assistance.

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 any officer or attorney or other person duly authorised to sign the same. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

7. In order to be valid, this form of proxy, together with any power of attorney or other authority, if any, under which it is signed, or a certified copy of such power or authority, must be deposited at the Company’s branch share registrar and transfer office in Hong Kong, Tricor Tengis Limited, 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, or submitted electronically at https://spot-emeeting.tricor.hk/#/230 in accordance with the instructions printed on the accompanying notification letter, in each case as soon as practicable but in any event no later than 11:00 a.m. (Hong Kong Time) on Tuesday, 11 October 2022, or not later than 48 hours before the time appointed for holding the SGM or any adjournment thereof (as the case may be).

8. Where there are joint holders of any share(s) of the Company, any one of such holders may vote at the SGM either personally or by proxy in respect of such share(s) as if he/she/it was solely entitled thereto provided that if more than one of such joint holders be present at the SGM whether personally or by proxy, the person whose name stands first on the register of members of the Company in respect of such share(s) shall be accepted to the exclusion of the votes of the other joint holder.

9. The proxy need not be a member of the Company.

10. Completion and return of this form of proxy will not preclude you from attending and voting in person or online via Tricor e-Meeting System at the SGM or any adjournment thereof (as the case may be) should you so wish and in such event, the instrument appointing a proxy shall be deemed to be revoked.

11. The Company strongly recommends Shareholders to attend the SGM online via Tricor e-Meeting System in view of the current development of COVID-19. The Company will also be undertaking the following precautionary measures to safeguard the health and well-being of Shareholders (or their proxies) who are attending the SGM in person, including temperature screening and requiring all participants to wear surgical face mask. No food or beverages will be served at the meeting venue and no souvenirs will be distributed. The Company may also deny any person who refuses to cooperate with the above precautionary measure or is detected to have a fever (i.e. over 37.4°C) or exhibiting flu-like symptoms from entering the meeting venue. If the venue of the SGM is closed in response to the COVID-19 outbreak, the SGM will continue to be held via the online platform. For online voting at the SGM, Shareholders can refer to the letter regarding the Tricor e-Meeting System which will be despatched later and the Online Meeting User Guide (by visiting the hyperlink or scanning the QR code as printed therein) for details. If you have any queries on the above, please contact the Company’s branch share registrar in Hong Kong, Tricor Tengis Limited, via their hotline at (852) 2975 0928 from 9:00 a.m. to 5:00 p.m. (Monday to Friday, excluding Hong Kong public holidays).

12. Details of the Notice are set out in the Circular.

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 and any such request should be in writing by mail to Tricor Tengis Limited at the above address.

* For identification purpose only