Chinasoft International Limited — Proxy Solicitation & Information Statement 2019

Aug 16, 2019

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Aberdeen Restaurant Enterprises Limited (Incorporated in Hong Kong with limited liability)

FORM OF PROXY FOR THE EXTRAORDINARY GENERAL MEETING ON 12 SEPTEMBER 2019 (OR ANY ADJOURNMENT THEREOF)

Form of proxy for use by the shareholders of Aberdeen Restaurant Enterprises Limited (the “ Company ”) at the Extraordinary General Meeting (“ EGM ”) of the Company to be held on Thursday, 12 September 2019 at 2:30 p.m. (or any adjournment thereof) I/We[1] of being the registered holder(s) of Class A/Class B[2] ordinary shares of the Company HEREBY APPOINT[3] THE CHAIRMAN OF THE MEETING or

of as my/our proxy to attend, act and vote on my/our behalf as directed below at the EGM to be held at the Jumbo Floating Restaurant, Shum Wan Pier Drive, Wong Chuk Hang, Aberdeen, Hong Kong on Thursday, 12 September 2019 at 2:30 p.m. (or as soon thereafter as the Court Meeting (as defined in the scheme document dated 19 August 2019 (the “ Scheme Document ”)) convened at the direction of the High Court of the Hong Kong Special Administrative Region for the same day and place shall have been concluded or adjourned) and at any adjournment thereof as indicated below:

	SPECIAL RESOLUTION4	FOR5	AGAINST5
1	To approve the scheme of arrangement dated 19 August 2019 (the “Scheme”)
	between the Company and the holders of the Scheme Shares (as defined in the
	Scheme) and for the purpose of giving effect to the Scheme, to approve (i) the
	reduction in the issued share capital of the Company, (ii) the increase in the issued
	share capital of the Company and (iii) the issue of new Class A and Class B shares
	in the Company, each as more particularly set out in the Notice of EGM4.

Dated this day of , 2019 Shareholder’s signature[6] : Notes:

1. Please insert full name(s) and address(es) in BLOCK CAPITALS .

2. Please delete as appropriate and insert the number of Class A or Class B ordinary shares registered in your name(s) and to which this form of proxy relates. If no number is inserted, the form of proxy will be deemed to relate to all the shares of the Company registered in your name(s) (whether alone or jointly with others).

3. If any proxy other than the Chairman is preferred, strike out “ THE CHAIRMAN OF THE MEETING or” and insert the name and address of the proxy desired in the space provided in BLOCK CAPITALS . Any alteration made to this form of proxy must be initialled by the person who signs it. A proxy need not be a member of the Company but must be present in person to represent the member.

4. The full text of the resolution is set out in the Notice of EGM dated 19 August 2019 which is set out in the Scheme Document. 5. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION, PLEASE TICK THE BOX BELOW THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST THE RESOLUTION, PLEASE TICK THE BOX BELOW THE BOX MARKED “AGAINST”. Failure to tick either box will entitle your proxy to cast your vote or to abstain at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the EGM other than those referred to in the notice convening the EGM.

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

6. If more than one of the joint holders be present at the EGM personally or by proxy, that one of the said persons so present whose name stands first on the register of shareholders in respect of the relevant shares shall alone be entitled to vote in respect thereof.

7. In order to be valid, this form of proxy, must either by signed by the shareholder of the Company appointing the proxy, or accompanied by written evidence to the satisfaction of directors of the Company of the authority of the person who executed the appointment to execute it on behalf of the shareholder of the Company appointing the proxy, and must be deposited with the Company Secretary of the Company, at 38th Floor, The Centrium, 60 Wyndham Street, Central, Hong Kong, not less than forty-eight (48) hours before the time appointed for holding the EGM or any adjournment thereof.

8. Completion and return of this form of proxy will not preclude you from attending and voting in person at the EGM if you so wish, and in such event, the form of proxy shall be deemed to be revoked.

9. Where there are joint holders of any share in the Company, any one of such joint holders may vote at the EGM, either personally 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 EGM personally or by proxy, only the vote of that one of the said persons so present whose name stands first on the register of members of the Company in respect of such share may be counted.

10. If a tropical cyclone warning signal No. 8 or above is or is expected to be hoisted or a black rainstorm warning signal is or is expected to be in force at any time after 7:00 a.m. on the date of the Court Meeting and the EGM, the Court Meeting and the EGM will be postponed. Shareholders of the Company will be notified of the date, time and venue of the rescheduled meetings in accordance with the articles of association of the Company and an announcement will be published on the respective websites of the Securities and Futures Commission, The Stock Exchange of Hong Kong Limited and Melco International Development Limited. You should make your own decision as to whether you would attend the EGM under bad weather conditions bearing in mind your own situation and if you should choose to do so, you are advised to exercise care and caution.

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 Personal Data provided in this form of proxy 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 EGM. Your Personal Data is supplied to the Company on a voluntary basis. Failure to provide sufficient information may render the Company not able to process your instructions and/or request as stated in this form of proxy.

• (iii) Your Personal Data may be disclosed or transferred by the Company to its subsidiaries and/or other companies or bodies for any of the stated purposes and retained for such period as may be necessary for verification and record purposes.

• (iv) You have the right to access to and/or correction of your Personal Data in accordance with the provisions of the PDPO. Any such request for access to and/or correction of your Personal Data should be in writing and sent to the Company Secretary of the Company, at 38th Floor, The Centrium, 60 Wyndham Street, Central, Hong Kong, not less than forty-eight (48) hours before the time appointed for holding the EGM or any adjournment thereof.

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This proxy form is printed on environmentally friendly paper.