Xin Point Holdings Limited — Proxy Solicitation & Information Statement 2023

Apr 24, 2023

Xin Point Holdings Limited 信邦控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1571)

PROXY FORM

Form of proxy for use at the 2023 Annual General Meeting (or at any adjournment thereof)

I/We [(note][a)] of

being the holder(s) of [(note][b)]

shares of HK$0.1 each of

Xin Point Holdings Limited (the “ Company ”) hereby appoint the Chairman of the 2023 Annual General Meeting (“ Meeting ”) of the Company or [(note][c)]

of to act as my/our proxy at the Meeting to be held on 1 June 2023 at 2:00 p.m. at Keen Point Hi-tech Industrial Park, Xikeng, Huicheng District, Huizhou, Guangdong, PRC 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 [(note][d)] .

		ORDINARY RESOLUTIONS					FOR		AGAINST	AGAINST
	1	To receive, consider and adopt the audited consolidated financial statements of the Company and
		reports of the directors (the “Directors”) and auditors of the Company for the year ended 31
		December 2022.
	2	To declare a final dividend of HK$0.14 per share for the year ended 31 December 2022.
	3	To re-appoint Ernst & Young as auditors of the Company and the board of Directors of		the
		Company (the “Board”) be authorised to fix their remuneration.
	4	(a) To re-elect Mr. Tang Chi Wai as an independent non-executive Director.
		(b) To re-elect Mr. Gan Weimin as an independent non-executive Director.
		(c) To re-elect Prof. Cao Lixin as an independent non-executive Director.
	5	To authorize the Board to fix the Directors’ remuneration.
	6	To grant a general mandate to the Directors to allot, issue and deal with additional shares not
		exceeding 20% of the total number of issued shares of the Company as at the date of passing
		this resolution.
	7	To grant a general mandate to the Directors to repurchase shares not exceeding 10% of		the total
		number of issued shares of the Company as at the date of passing	this resolution.
	8	To extend the general mandate granted to the Directors to allot, issue and deal with additional
		shares of the Company by an amount not exceeding the number of the shares repurchased by the
		Company.
		SPECIAL RESOLUTION
	9	To approve and adopt the second amended and restated articles of	association of the Company		as
		the articles of association of the Company.

Dated

Shareholder’s signature

(Note e, f)

Notes:

• 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. 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 2023 Annual General Meeting of the Company or” and insert the name and address of the person appointed as proxy in the space provided.

• d. If you wish to vote for a resolution set out above, please tick (“✔”) the box marked “For” against such resolution. If you wish to vote against a resolution, please tick (“✔”) the box marked “Against” against such resolution. If the 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 holders 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 notarially certified copy of such power or authority must be deposited at the offices of the Company’s Hong Kong branch share registrar and transfer office, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time 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 of proxy 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 above resolutions is set out in the circular of the Meeting dated 25 April 2023.