Brightstar Technology Group Co., Ltd — Proxy Solicitation & Information Statement 2024

May 16, 2024

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BRIGHTSTAR TECHNOLOGY GROUP CO., LTD 耀 星 科 技 集 團 股 份 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8446)

FORM OF PROXY FOR USE AT THE ANNUAL GENERAL MEETING TO BE HELD ON TUESDAY, 18 JUNE 2024 (or at any adjournment thereof)

I/We[(Note][1)] of being the registered holder(s) of[(Note][2)] shares of HK$0.01 each in the capital of Brightstar Technology Group Co., Ltd (the ‘‘Company’’), HEREBY APPOINT[(Notes][3][&][4)] of

or failing him/her, the chairman of the meeting, as my/our proxy to act for me/us at the annual general meeting of the Company to be held at 10:30 a.m. on Tuesday, 18 June 2024 at Unit D2, 5/F, Hoi Bun Industrial Building, 6 Wing Yip Street, Kwun Tong, Kowloon, Hong Kong (or at any adjournment thereof) and in particular (but without limitation) at such meeting (or at any adjournment thereof) on a poll, to vote for me/us and in my/our name(s) as indicated below or, if no such indication is given as my/our proxy thinks fit.

	ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	FOR (Note 5)	AGAINST (Note 5)
	1.	To receive, consider and approve the audited financial statements of the Company and the reports of the directors (the ‘‘Directors’’) and the auditor of the Company (the ‘‘Auditor’’) for the year ended 31 December 2023.
	2.	To re-elect the following persons as the Directors:
		(a) Mr. Cui Hai Bin as an executive Director;	(a)	(a)
		(b) Mr. Ji Gui Bao as an independent non-executive Director;	(b)	(b)
		(c) Ms. Jiang Yu E as an independent non-executive Director;	(c)	(c)
		(d) Mr. Li Xiao Hua as an independent non-executive Director; and	(d)	(d)
		(e) Mr. Chen Lijun as an independent non-executive Director.	(e)	(e)
	3.	To authorise the board of Directors to fix the remuneration of Directors.
	4.	To re-appoint Zhonghui Anda CPA Limited as the Auditor and to authorise the board of Directors to fix the Auditor’s remuneration.
	5.	To grant a general mandate to the Directors to allot, issue and deal with shares of the Company not exceeding 20% of the total number of shares of the Company in issue as at the date of passing this resolution (ordinary resolution in item No. 5 of the notice of annual general meeting).
	6.	To grant a general mandate to the Directors to buy back shares of the Company not exceeding 10% of the total number of shares of the Company in issue as at the date of passing this resolution (ordinary resolution in item No. 6 of the notice of annual general meeting).
	7.	To extend the general mandate granted under resolution in item No. 5 by adding the shares bought back pursuant to the general mandate granted by resolution in item No. 6 (ordinary resolution in item No. 7 of the notice of annual general meeting).

Signature:[(Note][6)]

Date:

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS. The name(s) of all joint registered holders should be stated.

2. Please insert the number of shares of HK$0.01 each registered in your name(s) to which this proxy form relates. If no number is inserted, this form of proxy will be deemed to relate to all the shares of the Company registered in your name(s).

3. Any shareholder of the Company who is entitled to attend and vote at a meeting of the Company shall be entitled to appoint another person as his/her/its proxy to attend and vote instead of him/her/it. A shareholder of the Company who is the holder of two or more shares may appoint more than one proxy to represent him/her/it and vote on his/her/its behalf at a general meeting of the Company or at a class meeting. A proxy need not be a shareholder of the Company but must attend the meeting in person to represent him/her/it.

4. Please insert the name and address of the proxy desired. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE MEETING WILL ACT AS YOUR PROXY. Any alterations made to this form of proxy should be initialed by the person who signs it.

5. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, PLEASE PLACE A ‘‘✓’’ IN THE RELEVANT BOX UNDERNEATH THE COLUMN MARKED ‘‘FOR’’. IF YOU WISH TO VOTE AGAINST A RESOLUTION, PLEASE PLACE A ‘‘✓’’ IN THE RELEVANT BOX UNDERNEATH THE COLUMN MARKED ‘‘AGAINST’’. Failure to tick either 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.

6. This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must be either under its seal or under the hand of an officer, attorney or other person duly authorised.

7. A shareholder of the Company entitled to more than one vote on a poll need not use all his/her/its votes or cast all the votes he/she/it uses in the same way.

8. In 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/it were solely entitled to vote, but if more than one of such joint holders be present at any meeting the vote of the senior holder who tenders a vote, whether in person or by proxy, 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 in respect of the joint holding.

9. In order to be valid, this form of proxy together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of that power or authority, must be deposited at the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than 48 hours before the time appointed for holding the meeting or the any adjournment of that meeting (as the case may be).

10. Completion and return of this form of proxy will not preclude you from attending and voting in person at the meeting if you so wish. In the event that you attend the meeting after having lodged this form of proxy, this form of proxy will be deemed to have been revoked.

11. Pursuant to Rule 17.47(4) of the Rules Governing the Listing of Securities on GEM of The Stock Exchange of Hong Kong Limited, any vote of Shareholders at a general meeting must be taken by poll except where the chairman of the meeting, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands.

PERSONAL INFORMATION COLLECTION STATEMENT

• (i) ‘‘Personal Data’’ in this 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 supply of Personal Data of you and your proxy (or proxies) to the Company is on a voluntary basis for the purpose of processing your request for the appointment of a proxy (or proxies) and your voting instructions for the meeting of the Company (the ‘‘Purposes’’). If you fail to provide sufficient information, the Company may not be able to process your appointment of proxy (or proxies) and other instructions.

• (iii) Your Personal Data may be disclosed or transferred by the Company to its subsidiaries, its agent, its contractor, its share registrar, and/or third party service provider who provides administrative, computer and other services to the Company for use in connection with the Purposes and to such parties who are authorised by law to request the information or are otherwise relevant for the Purposes and need to receive the information, and retained for such period as may be necessary for the Purposes.

• (iv) You have the right to request access to and/or correction of the Personal Data of you and/or your proxy (or proxies) in accordance with the provisions of the PDPO. Any such request for access to and/or correction of the Personal Data of you and/or your proxy (or proxies) should be in writing by mail to the Privacy Compliance Officer of Tricor Investor Services Limited at the above address.