Winto Group (Holdings) Limited — Proxy Solicitation & Information Statement 2024

Nov 22, 2024

WINTO GROUP (HOLDINGS) LIMITED 惠陶集團（控股）有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8238)

PROXY FORM FOR EXTRAORDINARY GENERAL MEETING TO BE HELD ON 10 DECEMBER 2024 (OR AT ANY ADJOURNMENT THEREOF)

I/We [(Note][1)] of

being the registered holder(s) of (Note 2) shares in Winto Group (Holdings) Limited (the “ Company ”), hereby appoint (Notes 3 & 8) the Chairman of the Extraordinary General Meeting (the “ Meeting ” or “ EGM ”) or of as my/our proxy to attend

and vote for me/us and on my/our behalf at the Meeting (or at any adjournment thereof) of the Company to be held at Unit No. 16, 28/F One Midtown 11 Hoi Shing Road Tsuen Wan, New Territories Hong Kong on Tuesday, 10 December 2024 at 10:30 a.m. for the purpose of considering and, if thought fit, passing the resolutions set out in the notice convening the Meeting and at such Meeting (or at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of such resolutions as hereunder indicated, and, if no such indication is given, as my/our proxy thinks fit.

	ORDINARY RESOLUTION FOR(Note 4) AGAINST(Note 4) 1. To approve the Share Consolidation (as defined in the circular of the Company dated 22 November 2024.* # Please refer to the Notice of the EGM for the full text of the resolution. Dated this day of 2024 Signature(s) (Note 5 & 6)	ORDINARY RESOLUTION FOR(Note 4) AGAINST(Note 4) 1. To approve the Share Consolidation (as defined in the circular of the Company dated 22 November 2024.* # Please refer to the Notice of the EGM for the full text of the resolution. Dated this day of 2024 Signature(s) (Note 5 & 6)
	1. To approve the Share Consolidation (as defined in the circular of the Company dated 22 November 2024.*
	# Please refer to the Notice of the EGM for Dated this day of	the full text of the resolution. 2024 Signature(s) (Note 5 & 6)

Notes:

1. Please insert full name(s) and address(es) in BLOCK CAPITALS .

2. Please insert the number of shares registered in your name(s). If no number is inserted, this proxy form will be deemed to relate to all the shares of the Company registered in your name(s).

3. If the proxy other than the Chairman of the Meeting is preferred, please strike out the words “the Chairman of the Annual General Meeting or” and insert the name and address of the proxy desired in the space provided in BLOCK CAPITALS . IF NO NAME IS INSERTED, THE CHAIRMAN OF THE MEETING WILL ACT AS THE PROXY. The proxy needs not be a member of the Company but must attend the Meeting in person to represent you.

4. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, TICK ( ✔ ) IN THE RELEVANT BOX BELOW THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST A RESOLUTION, TICK ( ✔ ) IN THE RELEVANT BOX BELOW THE BOX MARKED “AGAINST”. FAILURE TO TICK EITHER BOX WILL ENTITLE YOUR PROXY TO CAST YOUR VOTE AT HIS OR HER DISCRETION OR TO ABSTAIN FROM VOTING.

5. This proxy form must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must either be executed under its common seal or under the hand of an officer or attorney duly authorised in writing.

6. In the case of joint holders, this proxy form must be signed by the member whose name appears first on the register of members.

7. In order to be valid, this proxy form and, if such proxy form is signed by a person under a power of attorney or other authority on your behalf, a certified copy of that power of attorney or authority (such certification must be made by either a notary public or a solicitor qualified to practice in Hong Kong), must be lodged with the branch share registrar of the Company in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong and in any event not less than 48 hours before the time appointed for the holding of the Meeting (i.e. before Sunday, 8 December 2024 at 10:30 a.m. (Hong Kong time)) or any adjourned meeting (as the case may be).

8. Submission of this proxy form will not preclude you from attending the Meeting or any adjourned meeting thereof and voting in person should you so wish and in such event, the instrument appointing a proxy shall be deemed to be revoked.

9. ANY ALTERATION MADE TO THIS PROXY FORM MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

10. If you have returned a proxy form, you may revoke it by completing and signing a proxy form bearing a later date, or submit your form of proxy electronically and lodging it with the Company’s branch share registrar. In order to be valid for voting purposes, this latter proxy form should be received by the Company’s branch share registrar at least 48 hours before the time appointed for holding the Meeting (i.e. before Sunday, 8 December 2024 at 10:30 a.m. (Hong Kong time)) or any adjourned meeting (as the case may be) (“ Closing Time ”). If this latter proxy form is lodged with the Company’s branch share registrar after the Closing Time, it will be invalid for voting purpose.

11. In the case of joint registered holders of any shares, any one of such persons may vote at the Meeting, either personally or by proxy, in respect of such shares as if he/she were solely entitled thereto but the vote of the senior holder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the vote(s) of the other joint holders and, for this purpose, seniority shall be determined by the order in which the names stand in the Company’s register of members in respect of the relevant joint holding.

12. The Company reserves the right to treat any proxy form which has been incorrectly completed in some manner which (at its absolute discretion) is not material as being valid.

PERSONAL INFORMATION COLLECTION STATEMENT

• (i) “Personal Data” in these statements has the same meaning as “personal data” in the Personal Data (Privacy) Ordinance, Chapter 486 of the Laws of Hong Kong (“ PDPO ”).

• (ii) Your supply of Personal Data to the Company is on a voluntary basis. Failure to provide sufficient information, the Company may not be able to process your appointment of proxy and instructions.

• (iii) Your Personal Data may be disclosed or transferred by the Company to its subsidiaries, its share registrar, and/or other companies or bodies for any of the stated purposes, and retained for such period as may be necessary for our verification and record purposes.

• (iv) You have the right to request access to and/or correction of your Personal Data in accordance with the provisions of the PDPO. Any such request for access to and/or correction of your Personal Data should be in writing to the Personal Data Privacy Officer of Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong.