Boardware Intelligence Technology Limited — AGM Information 2024

Apr 24, 2024

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BoardWare Intelligence Technology Limited 博維智慧科技有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1204)

FORM OF PROXY FOR USE IN CONNECTION WITH THE ANNUAL GENERAL MEETING TO BE HELD AT ALAMEDA DR. CARLOS D’ ASSUMPÇÃO 411, FLOOR 1, FLAT Q, AVENIDA XIAN XING HAI, MACAU ON THURSDAY, 20 JUNE 2024 AT 2:30 P.M. OR AT THE ADJOURNMENT THEREOF

(Note 1)

I/We, (Name) of (Address) (Note 1) being the registered holder(s) of (Note 2) ordinary shares of HK$0.01 each in the share capital of BoardWare Intelligence Technology Limited (the “ Company ” and the “ Share(s) ”, respectively), HEREBY APPOINT (Name) of (Address)

(Note 1)

or failing him/her, the CHAIRMAN OF THE MEETING [(Note][3)] as my/our proxy to attend and vote for me/us and on my/our behalf at the annual general meeting of the Company to be held at Alameda Dr. Carlos D’ Assumpção 411, Floor 1, Flat Q, Avenida Xian Xing Hai, Macau on Thursday, 20 June 2024 at 2:30 p.m. (the “ 2024 AGM ”) and at the adjournment thereof on any resolution or motion which will be proposed thereat. My/our proxy is authorised and instructed to vote as indicated [(Note][4)] in respect of the under-mentioned resolutions:

			ORDINARY RESOLUTIONS		FOR (Note 4)AGAINST (Note 4)	FOR (Note 4)AGAINST (Note 4)	FOR (Note 4)AGAINST (Note 4)	FOR (Note 4)AGAINST (Note 4)
		1.	To consider and receive the audited consolidated financial statements of the Company and its
			subsidiaries and the reports of the directors and independent auditor of the Company for the year
			ended 31 December 2023.
		2.	(a)To re-elect Mr. Chao Ka Chon as an executive Director;
			(b)To re-elect Mr. Li Haodong as a non-executive Director; and
			(c)To re-elect Mr. Suen Chi Wai as an independent non-executive Director.
		3.	To authorise the board of directors of the Company (the “Board”) to fix the remuneration	of the
			Directors for the year ending 31 December 2024.
		4.	To re-appoint Deloitte Touche Tohmatsu as the independent auditor of the Company and authorise
			the Board to fix its remuneration.
		5.	To grant a general and unconditional mandate to the Directors to allot, issue and otherwise deal
			with additional Shares not exceeding 20% of the total number of Shares in issue as at the date of
			the passing of this resolution.*
		6.	To grant a general and unconditional mandate to the Directors to repurchase Shares not exceeding
			10% of the total number of Shares in issue as at the date of the passing of this resolution.*
		7.	Conditional upon the passing of resolutions numbered 5 and 6 set out in the notice convening the
			2024 AGM (the “Notice”), to extend the general and unconditional mandate granted by resolution
			numbered 5 by adding thereto the Shares repurchased pursuant to the general and unconditional
			mandate granted by resolution numbered 6.*
	*	_For _	the full text of the proposed resolutions, please refer to the Notice as contained in the Company’s circular dated 25 April 2024.
	Signature(Notes 5 and 6)Dated this				day of			2024
	Notes:
	1.		Full name(s) and address(es) to be inserted in BLOCK CAPITALS. The names of all joint registered holders should	be stated.
	2.		Please insert the number of Shares registered in your name(s) to which this proxy relates; if no number is inserted, this form of		proxy will be deemed to relate to all		the Shares registered
			in your name(s).
	3.		A member of the Company (the “Member”) may appoint one (or, if he/she/it holds two or more Shares, more than one) proxy of his/her/its own choice. If such an appointment					is made,
			please insert the name and address of the person appointed as proxy in the space provided. **A proxy need not be a Member but **		must attend the 2024 AGM in person to represent you.
			If more than one proxy is appointed, the original form of proxy may be photocopied for use.

1. 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 or abstain from voting. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the 2024 AGM other than those referred to in the Notice. If you wish to vote part of your Shares for and part of your Shares against the relevant resolution in the event that a poll is called, please insert the number of Shares in the relevant box.

2. The form of proxy must be signed by the appointor or his attorney duly authorised in writing or, if such appointor is a corporation, must be either under its common seal or under the hand of an officer, attorney or other person authorised to sign on that behalf.

3. In the case of joint shareholders, the signature of any one shareholder will be sufficient but the names of all the joint shareholders should be stated. 7. Where there are joint holders of any Share, any one of such joint holders may vote at the 2024 AGM, 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 are present at the 2024 AGM in person or by proxy, the vote of the senior holder who tenders a vote shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.

4. LimitedIn order (theto be“ Hong valid, Kong this form Branch of proxy Share must Registrar be completed,”) at 17/F,signedFar EastandFinancedepositedCentre,at the16 Company’sHarcourt Road,branchHongshareKongregistrartogetherandwithtransfera powerofficeof attorneyin Hong orKong,otherTricorauthority,Investorif any,Servicesunder which it is signed (or a certified copy thereof), no later than 48 hours before the time appointed for holding the 2024 AGM or the adjournment thereof. Completion and return of the form of proxy shall not preclude the Members from subsequently attending and voting in person at the 2024 AGM or the adjournment thereof, should they so wish, and in such event, the form of proxy shall be deemed to have been revoked.

5. Any alteration made to this form of proxy must be initialled by the person who signs it.

6. The Company reserves its right to treat any form of proxy which has been incorrectly completed in some manner as valid if such incorrectness is considered by the Company, at its absolute discretion, not material.

7. A Member or his/her/its proxy should produce proof of identity when attending the 2024 AGM. If a corporate Member appoints its representative to attend the 2024 AGM, such representative should produce proof of identity and a copy of the resolution of the board of directors or other governing body of that Member appointing such representative to attend the 2024 AGM.

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 (the “ PDPO ”).

• (ii) Your supply of Personal Data to the Company is on a voluntary basis and is used for processing your instructions and/or requests as stated in this form of proxy.

• (iii) Your Personal Data will not be transferred to other third parties (other than the Hong Kong Branch Share Registrar) unless it is a requirement to do so by law, for example, in response to a court order or a law enforcement agency’s request and will be 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 should be in writing addressed to the Personal Data Privacy Officer of the Hong Kong Branch Share Registrar at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong.