Winfull Group Holdings Limited — Proxy Solicitation & Information Statement 2023

Oct 25, 2023

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 183)

PROXY FORM

Form of proxy for use by shareholders at the annual general meeting of Winfull Group Holdings Limited (the “Company”) to be convened and held at 7/F., Wheelock House, 20 Pedder Street, Central, Hong Kong on Thursday, 30 November 2023 at 11:30 a.m.

I/We (note a)

of

being the holder(s) of (note b) shares of HK$0.10 each of the Company hereby appoint the Chairman of the meeting or (note c) of

to act as my/our proxy (note c) at the annual general meeting of the Company to be held 7/F., Wheelock House, 20 Pedder Street, Central, Hong Kong on Thursday, 30 November 2023 at 11:30 a.m. and at any adjournment thereof and to vote on my/our behalf as directed below. Please make a mark in the appropriate boxes to indicate how you wish your vote(s) to be cast on a poll (note d) .

	1.
	2.		(a)To re-elect Mr. Lee Wing Yin as an executive Director
			(b)To re-elect Mr. Koo Fook Sun Louis as an independent non-executive Director
			(c)To re-elect Mr. Liu Tsee Ming as an independent non-executive Director
			(d)To authorise the board of Directors (the “Board”) to fix the Directors’ remuneration
	3.		To re-appoint BDO Limited as the Company’s auditor and to authorise the Board to fix its remuneratio
	4.		To grant a general mandate to the Directors to issue, allot and otherwise deal with the Company’s sha
	5.		To grant a general mandate to the Directors to repurchase the Company’s shares
	6.		To extend the general mandate granted to the Directors to allot, issue and deal with the Company’s shby the amount of shares repurchased
			SPECIAL RESOLUTION
	7.		To approve the proposed amendments to the existing amended and restated articles of association of Company and adopt the second amended and restated articles of association of the Company, whcontain the proposed amendments, in substitution for, and to the exclusion of, the existing amended restated articles of association of the Company with immediate effect
	Dated Notes:	the	day of	2023Shareholder’s signature

• a Full name(s) and address(es) are to be inserted in BLOCK CAPITALS. b Please insert the number of shares registered in your name(s). 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).

• c A proxy need not be a member of the Company but must attend the meeting in person to represent you. If you wish to appoint some person other than the Chairman of the meeting as your proxy, please delete the words “the Chairman of the meeting or” and insert the name and address of the person appointed proxy in the space provided.

• d If you wish to vote for any of the resolutions set out above, please tick (“√”) the boxes marked “For”. If you wish to vote against any resolutions, please tick (“√”) the boxes marked “Against”. If this form returned is duly signed but without specific direction on any of the proposed resolutions, the proxy will vote or abstain at his discretion in respect of all resolutions; or if in respect of a particular proposed resolution there is no specific direction, the proxy will, in relation to that particular proposed resolution, vote or abstain at his discretion. A proxy will also be entitled to vote at his discretion on any resolution properly put to the meeting other than those set out in the notice convening the meeting.

• e In the case of a joint holding, this form of proxy may be signed by any joint holder, but if more than one joint holder is present at the meeting, whether in person or by proxy, that one of the joint holder whose name stands first on the register of members in respect of the relevant joint holding shall alone be entitled to vote in respect thereof.

• f The form of proxy must be signed by a shareholder, or his attorney duly authorised in writing, or if the shareholder is a corporation, either under its Common Seal or under the hand of an officer or attorney so authorised.

• g 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 offices of the Company’s branch share registrar and transfer office in Hong Kong, Tricor Tengis Limited at 17/F., Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than 48 hours before the time appointed (i.e. Tuesday, 28 November 2023 at 11:30 a.m.) of the meeting or any adjourned meeting.

• h Any alteration made to this form should be initialled by the person who signs the form. i Completion and return of this form will not preclude you from attending and voting in person at the meeting or any adjournment thereof if you so wish. j The full text of the resolutions is set out in the notice of the annual general meeting of the Company.

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 Meeting of the Company (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 for use in connection with the Purposes and to such parties who are authorized 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 the Company/Tricor Tengis Limited at the above address.