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7Road Holdings Limited Proxy Solicitation & Information Statement 2026

Apr 24, 2026

49469_rns_2026-04-24_1f947c9e-2ea1-43d9-8e42-9f00eedd52cb.pdf

Proxy Solicitation & Information Statement

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ROAD

第七大道

7Road Holdings Limited

第七大道控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 797)

FORM OF PROXY FOR USE AT ANNUAL GENERAL MEETING

I/We (Name) _________ (block capitals)

of (Address) _________

being the holder(s) of _________ (see Note 1) shares of US$0.000005 each in the capital of 7Road

Holdings Limited (the "Company") hereby appoint (Name) _________

of (Address) _________

or failing him/her (Name) _________

of (Address) _________

or failing him/her, the chairman of the meeting (see Note 2) as my/our proxy to attend and vote for me/us and on my/our behalf at the annual general meeting of the Company (the "AGM") to be held physically at the conference room of the Company at 2701, Xiangjiang Financial Centre, 3046 Xinghai Avenue, Nanshan Street, Qianhai Shenzhen-Hong Kong Cooperation Zone, Shenzhen, the PRC on Tuesday, 26 May 2026 at 11:00 a.m., and at any adjournment thereof or on any resolution or motion which is proposed thereat. My/our proxy is authorised and instructed to vote as indicated (see Note 3) in respect of the undermentioned resolutions:

Ordinary Resolutions For (see Note 3) Against (see Note 3)
1. To receive, consider and adopt the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors and auditor of the Company for the year ended 31 December 2025.
2.1 To re-elect Mr. Yang Cheng as an executive director of the Company.
2.2 To re-elect Mr. Xue Jun as an independent non-executive director of the Company.
2.3 To authorise the board of directors (the "Board") of the Company to fix the remuneration of the directors of the Company.
3. To re-appoint Zhonghui Anda CPA Limited as the auditor of the Company until the conclusion of the next annual general meeting of the Company and authorise the Board to fix the auditor's remuneration.
4. To give a general mandate to the directors of the Company to allot, issue and deal with shares (including the sale or transfer of treasury shares) not exceeding 20% of the total number of issued shares of the Company (excluding treasury shares).
5. To give a general mandate to the directors of the Company to repurchase shares not exceeding 10% of the total number of issued shares of the Company (excluding treasury shares).
6. To extend the authority given to the directors pursuant to ordinary resolutions no. 4 and no. 5 to issue shares (including the sale or transfer of treasury shares) by adding to the number of issued shares of the Company the number of shares repurchased under ordinary resolution no. 5.

| Special Resolution | | For
(see Note 3) | Against
(see Note 3) |
| --- | --- | --- | --- |
| 7. | To approve the adoption of the third amended and restated memorandum and articles of association of the Company in substitution for and to the exclusion of the existing second amended and restated memorandum and articles of association of the Company with immediate effect. | | |

Note: Full text of the above resolutions is set out in the notice of the AGM dated 24 April 2026.

Dated this __ day of __ 2026

Signature(s) _____ (see Notes 4 and 5)

Notes:

  1. 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).

  2. A member may appoint more than one proxy of his/her own choice. If such an appointment is made, strike out the words “the chairman of the meeting”, and insert the name(s) of the person(s) appointed as proxy in space provided. Any alteration made to this form of proxy must be initialled by the person who signs it.

  3. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, PLEASE TICK THE BOX MARKED “For”. IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, PLEASE TICK THE BOX MARKED “Against”. Failure to tick a box will entitle your proxy to cast your vote 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.

  4. If the appointor is a corporation, this form must be under common seal or under the hand of an officer, attorney, or other person duly authorised on that behalf.

  5. In the case of joint holders, the signature of any one holder will be sufficient but the names of all the joint holders should be stated. Where there are joint holders of any share of the Company, any one of such joint holders may vote at the meeting, either in person 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, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined as that one of the said persons so present whose name stands first on the register in respect of such share shall alone be entitled to vote in respect thereof.

  6. To be valid, this form of proxy must be completed, signed and deposited at the Company’s Share Registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, together with the power of attorney or other authority (if any) under which it is signed (or a notarially certified copy thereof) as soon as possible and in any event not later than 48 hours before the time for holding the meeting (i.e. 11:00 a.m. on Sunday, 24 May 2026). The completion and return of the form of proxy shall not preclude the shareholders of the Company from attending and voting in person at the above meeting (or any adjourned meeting thereof) if they so wish.

  7. A proxy needs not be a shareholder of the Company.

PERSONAL INFORMATION COLLECTION STATEMENT

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

(ii) Your and your proxy’s Personal Data provided in this form will be used in connection with processing your request for the appointment of a proxy to attend, act and vote on your behalf as directed above at the AGM. Your supply of your and your proxy’s Personal Data is on voluntary basis. However, the Company may not be able to process your request unless you provide us with such Personal Data.

(iii) Your and your proxy’s Personal Data may be disclosed or transferred by the Company to its branch share registrar in Hong Kong, and/or other companies or bodies for any of the stated purposes, or when it is required to do so by law, for example, in response to a court order or a law enforcement agency’s request, and retained for such period as may be necessary for our verification and record purposes.

(iv) By providing your proxy’s Personal Data in this form, you should have obtained the express consent (which has not been withdrawn in writing) from your proxy in using his/her personal data provided in this proxy form and that you have informed your proxy of the purpose for and the manner in which his/her data may be used.

(v) You/your proxy have/has the right to request access to and/or correction of your/your proxy’s Personal Data respectively in accordance with the provisions of the PDPO. Any such request for access to and/or correction of your/your proxy’s Personal Data should be in writing to the Personal Data Privacy Officer, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong.