(Stock Code: 00173)

Principal Place of Business in Hong Kong

29th Floor, K. Wah Centre

191 Java Road, North Point, Hong Kong

PROXY FORM for use at the 2021 annual general meeting or any adjournment thereof

I/We (note 1)

of

being the registered holder(s) of (note 2)

shares of HK$0.10 each in K. Wah International Holdings Limited (''Company''), hereby appoint (note 3) the Chairman of the meeting or

of

as my/our proxy to attend and act for me/us at the 2021 annual general meeting (''Meeting'') of the Company to be held at Picasso Room, Basement 1, InterContinental Grand Stanford Hong Kong, 70 Mody Road, Tsim Sha Tsui East, Kowloon, Hong Kong on Wednesday, 9 June 2021, at 11 : 00 a.m. for the purpose of considering and, if thought fit, passing the resolutions as set out in the notice convening the Meeting and at the Meeting (or at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of the said resolutions as hereunder indicated, and if no such indication is given, as my/our proxy thinks fit.

Please indicate with a ''H'' in the boxes provided below how you wish your vote(s) to be cast on a poll.

For

Against

1.

To receive and adopt the audited financial statements and the reports of the directors and the independent

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auditor for the year ended 31 December 2020 of the Company.

2.

To declare a final cash dividend.

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3.

3.1

To re-elect Dr. Moses Cheng Mo Chi as a director;

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3.2

To re-elect Dr. William Yip Shue Lam as a director;

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3.3

To re-elect Mr. Wong Kwai Lam as a director; and

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3.4

To fix the remuneration of the directors for the year ended 31 December 2020 and for subsequent

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financial years until otherwise determined.

4.

To re-appoint PricewaterhouseCoopers as auditor of the Company and authorise the directors to fix its

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remuneration.

5. To pass Ordinary Resolutions (note9) for the following matters:

5.1

To grant a general and unconditional mandate to the directors to repurchase shares of the Company;

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5.2

To grant a general and unconditional mandate to the directors to allot, issue and deal with additional

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shares of the Company; and

5.3

Conditional upon the passing of the ordinary resolutions under 5.1 and 5.2, to extend the general

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mandate referred to in 5.2 by the addition thereto of the shares repurchased by the Company pursuant to

5.1.

6.

To pass an Ordinary Resolution (note 9) regarding the adoption of a new share option scheme and termination of

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the existing share option scheme.

Shareholder's Signature:

Date:

Notes:

  1. Full name(s) and address(es) to be inserted in BLOCK CAPITAL.
  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 in the Company registered in your name(s).
  3. A member may appoint a proxy of his/her choice, who needs not be a member of the Company, but must attend the Meeting in person to represent him/her. If such an appointment is made, please delete the words ''the Chairman of the meeting or'' and insert the name and address of the appointed proxy in the space provided. Completion and delivery of the proxy form will not preclude you from attending and voting in person at the Meeting. In such event, the instrument appointing a proxy shall be deemed to be revoked.
  4. Where there are joint holders of any share, any one of such persons may vote at the Meeting, either personally or by proxy, in respect of such share as if he/she were solely entitled thereto; but if more than one of such joint holders be present at the Meeting personally or by proxy, then one of the said persons so present whose name stands first on the registers of members of the Company in respect of such share shall alone be entitled to vote in respect thereof.
  5. This proxy form must be signed by you or your attorney duly authorised in writing, or in the case of a corporation, either under its common seal or under the hand of an officer or attorney duly authorised.
  6. If this proxy form is returned duly signed but without a specific direction, the proxy may cast your vote(s) or abstain from voting at his/her discretion. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the Meeting other than those referred to in the notice convening the Meeting (''Notice'').
  7. To be valid, this proxy form and the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power of attorney must be deposited at the Company's principal place of business in Hong Kong at 29th Floor, K. Wah Centre, 191 Java Road, North Point, Hong Kong (for the attention of the Company Secretary) not less than 48 hours before the time appointed for the Meeting or any adjournment thereof.
  8. Any alterations made in this proxy form should be initialled by the person who signs it.
  9. Full text of each of the Ordinary Resolutions numbered 5.1, 5.2, 5.3 and 6 is set out in the Notice appearing on pages 29 to 34 of the Company's circular dated 27 April 2021 (''Circular'').
  10. Details of the directors' remuneration for the year ended 31 December 2020 and for subsequent financial years are set out in note (vii) of the Notice.
  11. Biographical details of the abovenamed directors proposed to be re-elected at the Meeting are set out in Appendix I to the Circular.

PERSONAL INFORMATION COLLECTION STATEMENT

  1. ''Personal Data'' in this proxy form has the same meaning as ''personal data'' in the Personal Data (Privacy) Ordinance, Chapter 486 of the Laws of Hong Kong (''PDPO'').
  2. Your Personal Data is supplied to the Company on a voluntary basis. Failure to provide sufficient information may render the Company not able to process your instructions and/or request as stated in this proxy form.
  3. Your Personal Data may be disclosed or transferred by the Company to its subsidiaries, the Company's Hong Kong Branch Share Registrar and Transfer Office, and/or other companies or bodies for any of the stated purposes, and retained for such period as may be necessary for verification and record purposes.
  4. 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 and sent to the Personal Data Privacy Officer of the Company's Hong Kong Branch Share Registrar and Transfer Office.

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K. Wah International Holdings Limited published this content on 26 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 26 April 2021 10:03:04 UTC.