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Winox Holdings Limited Proxy Solicitation & Information Statement 2026

Apr 27, 2026

51057_rns_2026-04-27_0783dd0f-e7ed-491a-aa3a-e7745c1fec12.pdf

Proxy Solicitation & Information Statement

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WINOX

WINOX HOLDINGS LIMITED

盈利時控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 6838)

FORM OF PROXY FOR THE ANNUAL GENERAL MEETING TO BE HELD ON 26 MAY 2026

I/We (Note 1) ________ of ________

being the registered holder(s) of ________ ordinary shares (Note 2) with nominal value of HKD0.10 each (the "Shares") in the capital of WINOX HOLDINGS LIMITED ("Company"), HEREBY APPOINT THE CHAIRMAN OF THE MEETING (Note 3) or, failing him, ________ of ___________ as my/our proxy to attend and act for me/us at the annual general meeting (the "Meeting") (and at any adjournment thereof) of the Company to be held at Unit 2, 1/F, Sunray Industrial Centre, 610 Cha Kwo Ling Road, Yau Tong, Kowloon, Hong Kong on Tuesday, 26 May 2026 at 11 a.m. for the purpose of considering and, if thought fit, passing the resolutions as set out in the notice of the Meeting and at such Meeting (and at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of the resolutions as indicated below (Note 4), or if no such indication is given, as my/our proxy think(s) fit.

ORDINARY RESOLUTIONS FOR (Note 4) AGAINST (Note 4)
1. To receive and adopt the audited consolidated financial statements and the reports of the directors and auditor of the Company for the year ended 31 December 2025.
2. (a) To re-elect Ms. Law Wai Ping as a director.
(b) To re-elect Mr. Chau Kam Wing Donald as a director.
(c) To re-elect Mr. Wu Ming Lam as a director.
(d) To authorise the board of directors of the Company to fix the directors' remuneration.
3. To re-appoint Deloitte Touche Tohmatsu as auditor of the Company and to authorise the board of directors of the Company to fix their remuneration.
4. To grant a general mandate to the directors of the Company to issue shares of the Company (Note 5).
5. To grant a general mandate to the directors of the Company to repurchase shares of the Company (Note 5).
6. To extend the general mandate granted to the directors of the Company to issue shares of the Company by adding the number of shares repurchased (Note 5).

Dated this ________ day of ________, 2026

Signature (Note 5) ___________

Notes:

  1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS.
  2. Please insert the number of shares registered in your name(s) to which this proxy related. If no number is inserted, this form of proxy will be deemed to relate to all the shares registered in your name(s).
  3. If any proxy other than the Chairman is preferred, strike out the words "THE CHAIRMAN OF THE MEETING" and insert the full name and address of the proxy desired in the space provided. IF NO NAME IS INSERTED, THE CHAIRMAN WILL ACT AS PROXY. A member may appoint proxy(ies) to attend and vote in his stead. The proxy needs not be a member of the Company but must attend the Meeting in person to represent you. Completion and return of this form of proxy will not preclude you from attending and voting at the Meeting. In that event, this form of proxy will be deemed to have been revoked.
  4. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTIONS, TICK THE APPROPRIATE BOXES MARKED "FOR". IF YOU WISH TO VOTE AGAINST THE RESOLUTIONS, TICK THE APPROPRIATE BOXES MARKED "AGAINST". Failure to complete any or all boxes will entitle your proxy to cast his votes or abstain from voting at his discretion. Your proxy will also be entitled to vote or abstain at his discretion on any resolution properly put to the Meeting other than those referred in the notice of the Meeting.
  5. The full text of Resolution Nos. 4 to 6 is set out in the notice of the Meeting.
  6. This form of proxy must be signed by you or your attorney duly authorised in writing or, in case of a corporation, must be either executed under its common seal or under the hand of an 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 the case of joint holders of any shares, any one of such joint holders may vote at the Meeting, either personally or by proxy, in respect of such shares as if he were solely entitled thereto. However, if more than one of such joint holders is present at the Meeting, either personally or by proxy, the vote of the joint holder whose name stands first in the register of members of the Company and who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holder(s).
  8. To be valid, this form of proxy together with the power of attorney (if any) or other authority under which it is signed (if any) or a notarially certified copy thereof, must be lodged with the branch share registrar and transfer office of the Company in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, not less than 48 hours before the time for holding the Meeting or any adjournment thereof (as the case may be).