Acco Group Holdings Ltd

proxy statement (the “Third Amended M&A”) to reflect the Share Capital Increase and the Dual-Class Share Capital Structure. 4. Subject to Proposal one, two and three being passed and receiving of a copy of the repurchase consent and application for shares executed by STAR BLESSINGS LIMITED, to consider and vote upon an ordinary resolution to: (i) approve the repurchase of 2,000,000 Class A Ordinary Shares held by STAR BLESSINGS LIMITED (the “Repurchased Shares”) out of the proceeds of the fresh issuance of an aggregate of 2,000,000 Class B Ordinary Shares, credited as fully paid to STAR BLESSINGS LIMITED (the “Allotment Class B Ordinary Shares”) pursuant to Paragraph (3)(f) of Section 37 of Part III of the Companies Act (Revised) of the Cayman Islands (the “Share Repurchase”); (ii) approve the Allotment Class B Ordinary Shares; such that STAR BLESSINGS LIMITED’s shareholding in the Company shall become 8,387,500 Class A Ordinary Shares and 2,000,000 Class B Ordinary Shares; and (iii) cancel the Repurchased Shares upon completion of the Share Repurchase. 5. To adjourn the Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the