Wang On Group Limited — Proxy Solicitation & Information Statement 2022

Apr 19, 2022

==> picture [85 x 63] intentionally omitted <==

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 Suite 3202, 32/F., Skyline Tower, 39 Wang Kwong Road, Kowloon Bay, Kowloon, Hong Kong and an online virtual meeting via electronic facilities on Tuesday, 10 May 2022 at 11:30 a.m. (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)

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 Suite 3202, 32/F., Skyline Tower, 39 Wang Kwong Road, Kowloon Bay, Kowloon, Hong Kong and an online virtual meeting via electronic facilities on Tuesday, 10 May 2022 11:30 a.m. (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(es) to indicate how you wish your vote(s) to be cast on a poll [(Note 4)] .

via electronic facilities on Tuesday, 10 May 2022 11:30 a.m. (the “SGM”) and at any adjournment thereof in respect of“Notice”) to vote for me/us and in my/our name(s) in respect of the resolution as indicated below, and, if no such indicaPlease make a tick in the appropriate box(es) to indicate how you wish your vote(s) to be cast on a poll_(Note 4)_.	the resolution set out in the ntion is given, as my/our proxy	otice convening the SGM (thethinks ft.
ORDINARY RESOLUTION	FOR (Note 4)	AGAINST (Note 4)
To approve the Sale and Purchase Agreement (as amended and supplemented by the Supplemental Agreement)(each as defined in the circular of the Company dated 20 April 2022 (the “Circular”) and the transactionscontemplated thereunder and the implementation thereof, and 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 Disposal and the Sale and PurchaseAgreement (as amended and supplemented by the Supplemental Agreement) (each as defned in the Circular) andthe transactions contemplated thereunder.#

# 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. Given the special arrangements adopted by the Company as set out in the section headed “Special Arrangements for the SGM” of the Circular, all members (other than those who are required to attend the SGM physically to form a quorate meeting) who wish to appoint a proxy to attend and vote at the SGM are strongly encouraged to appoint the chairman of the SGM as their proxy; for members who are required to attend the SGM physically to form a quorate meeting, a senior management member and/or senior staff member of the Company shall be appointed as their proxy.

4. 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. 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 appropriately sure for this purpose.

5. If your proxy has not received the login details by email by 11:30 a.m. (Hong Kong time) on Monday, 9 May 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 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, or submitting the proxy form electronically at https://spot-emeeting.tricor.hk/#/258 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 11:30 a.m. (Hong Kong time) on Sunday, 8 May 2022, or not later than 48 hours before the time for holding the SGM.

8. 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.

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

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

11. In light of the continuing risks posed by the COVID-19 pandemic, the Company is adopting special arrangements in respect of the SGM. In particular, other than the minimum number of persons required under the Bye-laws of the Company to form a quorate meeting, together with a limited number of other attendees to ensure the proper conduct of the SGM. NO other member, proxy or corporate representative should attend the SGM in person. Other than those in the quorum and the limited number of other attendees to ensure the proper conduct of the SGM, any other person who attempts to do so will be excluded and will not be permitted entry to the venue of the SGM. Members may attend, participate and vote at the Meeting via electronic facilities, details of which are set out in the Circular.

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