China Frontier Technology Group — Proxy Solicitation & Information Statement 2024

Dec 5, 2024

01661.HK

中國前沿科技集團

China Frontier Technology Group

(formerly known as Wisdom Sports Group 智美體育集團)

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 1661)

FORM OF PROXY FOR USE AT THE EXTRAORDINARY GENERAL MEETING

(OR AT ANY ADJOURNMENT THEREOF)

I/We (note 1) _____________ (please insert name)

of _____________ (please insert address)

being the registered holder(s) of (note 2) _____________ (or primary share(s) of US$0.00025 each

in the capital of China Frontier Technology Group (the "Company") hereby appoint the Co-chairlady or Co-chairman of the extraordinary general

meeting of the Company or (note 3) _____________ (please insert name)

of _____________ (please insert address)

as my/our proxy to attend and vote for me/us and on my/our behalf at the extraordinary general meeting of the Company (the "EGM") to be held at

2 Portion, 12/F, The Center, 99 Queen's Road Central, Central, Hong Kong on Monday, 23 December 2024 at 3:00 p.m. and at any adjournment thereof

for the purpose of considering and, if thought fit, passing the resolutions as set out in the notice convening the EGM as indicated below or if no such

indication is given, as my/our proxy thinks fit and in respect of any other business that may properly come before the EGM and/or at any adjournment

thereof:

ORDINARY RESOLUTIONS (note 4)			FOR (note 5)	AGAINST (note 5)
1.	To approve THAT: subject to and conditional upon the granting of approval by the Listing Committee of The Stock Exchange of Hong Kong Limited (the "Stock Exchange") for the listing of, and permission to deal in, the issued and unissued shares of the Company consolidated in the manner as set out in paragraph (a) of this resolution below (the "Share Consolidation"):
	(a)	every ten (10) issued and unissued ordinary shares with a par value of US$0.00025 each in the authorised and issued share capital of the Company be consolidated into one (1) ordinary share with a par value of US$0.0025 each (the "Consolidated Shares") (the "Share Consolidation"), such Consolidated Share(s) shall rank pari passu in all respects with each other and have the rights and privileges and be subject to the restrictions in respect of the shares contained in the amended and restated memorandum and articles of association of the Company;
	(b)	round down the number of Consolidated Shares in the issued share capital of the Company to the nearest whole number by cancelling any fraction of a Consolidated Share arising as a result of the Share Consolidation;
	(c)	any fractional Consolidated Shares resulting from the Share Consolidation will be disregarded and will not be issued to holders of the same but all such fractional Consolidated Shares will be aggregated and, if possible, sold for the benefit of the Company in such manner and on such terms as the directors of the Company (the "Directors") may think fit; and
	(d)	any one of the Directors be and is hereby authorised to do all such acts and things and sign, execute and deliver all documents (including affixing the common seal of the Company if appropriate) as he considers necessary, desirable or expedient to give effect to the Share Consolidation and the transactions contemplated thereunder.
2.	To approve, confirm and ratify the Increase in Authorised Share Capital; to authorise any one Director(s), on behalf of the Company, do all such acts and things, to sign and execute such documents or agreements or deeds and take all such actions as he/she/they may in his/her/their absolute discretion consider necessary, appropriate, desirable or expedient for the purposes of giving effect to or in connection with the Increase in Authorised Share Capital.
	(a)	subject to the Share Consolidation taking effect, the authorised share capital of the Company be increased from US$1,000,000 divided into 400,000,000 ordinary shares with a par value of US$0.0025 each to US$5,000,000 divided into 2,000,000,000 ordinary shares with a par value of US$0.0025 each by the creation of an additional 1,600,000,000 Shares (the "Increase in Authorised Share Capital"); and
	(b)	any one of the Directors be and is hereby authorised to do all such acts and things and sign, execute and deliver all documents (including affixing the common seal of the Company if appropriate) as he considers necessary, desirable or expedient to give effect to the Increase in Authorised Share Capital and the transactions contemplated thereunder.

Dated this __ day of __, 2024

Signature (note 6) _____________

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Notes:

1. Full name(s) and address(es) must be inserted in BLOCK CAPITALS.
2. Please insert the number of shares registered in your name(s) to which this form of proxy 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. If any proxy other than the Co-chairlady or Co-chairman is preferred, please strike out “the Co-chairlady or Co-chairman of the extraordinary general meeting of the Company or” and insert the name and address of the proxy desired in the space provided. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON(S) WHO SIGN(S) IT.
4. The description of these resolutions is by way of summary only. The full text appears in the notice convening the EGM.
5. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION, TICK THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST THE RESOLUTION, TICK THE BOX MARKED “AGAINST”. Failure to tick either box will entitle your proxy to cast your vote or abstain at his/her discretion. Your proxy will also be entitled to vote or abstain at his/her discretion on any resolution properly put to the EGM and/or at any adjournment thereof other than those referred to in the notice convening the EGM.
6. This form of proxy shall be in writing under the hand of the appointor or of his/her attorney duly authorised in writing or, if the appointor is a corporation, either under its seal or under the hand of an officer, attorney or other person authorised to sign the same. In the case of this form of proxy purporting to be signed on behalf of a corporation by an officer thereof it shall be assumed, unless the contrary appears, that such officer was duly authorised to sign this form on behalf of the corporation without further evidence of the fact.
7. Any member entitled to attend and vote at the EGM is entitled to appoint another person as his/her/its proxy to attend and vote instead of him/her/it. A member may appoint a proxy in respect of part only of his/her/its holding of shares in the Company. A proxy needs not be a member of the Company.
8. This form of proxy and (if required by the board of directors of the Company) the power of attorney or other authority (if any) under which it is signed, or a certified copy of such power or authority, shall be delivered to the office of the Hong Kong share registrar of the Company, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not less than forty-eight (48) hours before the time appointed for holding the EGM or adjourned meeting at which the person named in this form proposes to vote or, in the case of a poll taken subsequently to the date of the EGM or adjourned meeting, not less than forty-eight (48) hours before the time appointed for the taking of the poll and in default this form of proxy shall not be treated as valid.
9. Delivery of this form of proxy shall not preclude a member from attending and voting in person at the EGM and in such event, this form of proxy shall be deemed to be revoked.
10. Where there are joint holders of any share any one of such joint holders may vote, either in person or by proxy, in respect of such share as if he/she/it were solely entitled thereto, but if more than one of such joint holders be present at the EGM the vote of the senior 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 of the Company in respect of the joint holding.
11. The notice convening the EGM is set out in the Company's circular dated 5 December 2024.

PERSONAL INFORMATION COLLECTION STATEMENT

Your supply of your and your proxy's (or proxies') name(s) and address(es) 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 EGM of the Company (the "Purposes"). We may transfer your and your proxy's (or proxies') name(s) and address(es) to our agent, contractor, or third party service provider who provides administrative, computer and other services to us 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. Your and your proxy's (or proxies') name(s) and address(es) will be retained for such period as may be necessary to fulfil the Purposes. Request for access to and/or correction of the relevant personal data can be made in accordance with the provisions of the Personal Data (Privacy) Ordinance and any such request should be in writing by mail to the Company.