Wang On Group Limited — Proxy Solicitation & Information Statement 2022

Jun 6, 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 (or any adjournment thereof) to be held on Wednesday, 22 June 2022 at 4:00 p.m.

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

share(s) (the “ Shares ”) of HK$0.01 each

of (address)

to act as my/our proxy to attend and vote for me/us and on my/our behalf at the special general meeting (or any adjournment hereof) (as the case may be) to be held at 19th Floor, Alexandra House, 18 Chater Road, Central, Hong Kong on Wednesday, 22 June 2022 at 4:00 p.m. (the “ SGM ”) and at any adjournment thereof in respect of the resolutions 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 resolutions as indicated below, and, if no such indication is given, as my/ our proxy thinks fit.

Please make a tick in the appropriate box(es) to indicate how you wish your vote(s) to be cast on a poll [(Note 4)] .

		ORDINARY RESOLUTIONS	FOR (Note 4)	FOR (Note 4)	AGAINST (Note 4)
1.		(a) To approve, confrm and ratify the Proposed Guarantee Agreement (as defned in the circular of theCompany dated 7 June 2022 (the “Circular”) and the transactions contemplated thereunder and theimplementation thereof; and(b) to authorise any one director of the Company (the “Director”) to do all such acts and things as theDirector in his/her sole and absolute discretion deems necessary, desirable or expedient to implement,give efect to and/or complete the Proposed Guarantee Agreement (as defned in the Circular) and thetransactions contemplated thereunder.#
2.		(a) To approve, confirm and ratify the Revolving Loan Facility Agreement (as defined in the Circular)and the transactions contemplated thereunder and the implementation thereof; and(b) to authorise any one Director to do all such acts and things as the Director in his/her sole and absolutediscretion deems necessary, desirable or expedient to implement, give efect to and/or complete theRevolving Loan Facility Agreement (as defined in the Circular) and the transactions contemplatedthereunder.#
#Please refer to the Notice for the full text of the resolutions.Dated thisday of2022Signature(s)(Note 5):Notes:1.Full name(s) and address(es) to be inserted inBLOCK 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 theCompany registered in your name(s).
				d to relate to all the Shares in the share capital of the

1. 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.

2. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, PLEASE TICK THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST ANY 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.

3. 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.

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 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 at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong, as soon as practicable but in any event not later than 48 hours before the time for holding the SGM.

5. Where there are joint registered holders of any share(s) of the Company, any one of such persons may vote at the SGM, either personally or by proxy, in respect of such share(s) as if he/she was solely entitled thereto, but if more than one of such joint holders are present at the SGM, personally or by proxy, that one of the said persons so present whose name stands first on the register of members in respect of such share(s) shall alone be entitled to vote in respect thereof.

6. The proxy need not be a member of the Company but must attend the SGM in person to represent you.

7. Completion and return of this form of proxy will not preclude you from attending and voting at the SGM should you so wish and in such event, the instrument appointing a proxy shall be deemed to be revoked.

8. 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