Chinasoft International Limited — Proxy Solicitation & Information Statement 2023

Aug 4, 2023

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CHINASOFT INTERNATIONAL LIMITED 中軟國際有限公司[*]

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 354)

PROXY FORM FOR EXTRAORDINARY GENERAL MEETING

I/We[ 1]

of

being the registered holder(s) of ordinary shares[2 ] of HK$0.05 each in the capital of Chinasoft International Limited (the “Company”), HEREBY APPOINT[3]

of

or failing him, the Chairman of the Meeting as my/our proxy to attend the Extraordinary General Meeting of the Company to be held at Units 4607-8, 46th Floor, COSCO Tower, No. 183 Queen’s Road Central, Hong Kong on Monday, the 28th day of August, 2023 at 11:00 a.m. and at any adjournment thereof (the “Meeting”), to vote for me/us in respect of the resolutions as hereunder indicated, or if no such indication is given, as my/our proxy thinks fit.

SPECIAL RESOLUTION6	SPECIAL RESOLUTION6	For4	Against4
1.	To approve adoption of the Updated New Amended and Restated M&A incorporating the Core Amendments (Special Resolution no.1 in the Notice).
2.	To approve adoption of the Updated New Amended and Restated M&A incorporating all amendments, namely the Core Amendments and the Other Amendments (Special Resolution no.2 in the Notice).

SPECIAL RESOLUTION6	SPECIAL RESOLUTION6	For4	Against4
1.	To approve adoption of the Updated New Amended and Restated M&A incorporating the Core Amendments (Special Resolution no.1 in the Notice).
2.	To approve adoption of the Updated New Amended and Restated M&A incorporating all amendments, namely the Core Amendments and the Other Amendments (Special Resolution no.2 in the Notice).

Signature[5] Dated this day of 2023 Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS .

2. Please insert the number of ordinary shares registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all the ordinary shares in the capital of the Company registered in your name(s).

3. Any member of the Company entitled to attend and vote at the Meeting shall be entitled to appoint one proxy or more proxies (if hold more than one ordinary share) to attend and vote instead of him. 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. The proxy need not be a member of the Company, but must attend the meeting in person to represent you.

4. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION, TICK IN THE APPROPRIATE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST THE RESOLUTION, TICK IN THE APPROPRIATE BOX MARKED “AGAINST”. Failure to tick a box will entitle your proxy to cast your vote at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the Meeting other than those referred to above.

5. 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 executed either under seal or under the hand of an officer or attorney duly authorised in writing.

6. The full text of these resolutions is set out in the Notice contained in the circular issued by the Company dated 4 August 2023 which is sent to the shareholders of the Company together with this form of proxy.

7. Where there are joint holders of any ordinary share(s), any one of such joint holder may vote, either in person or by proxy, in respect of such ordinary share(s) as if he were solely entitled thereto, but if more than one of such joint holders is present at any meeting 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 in respect of the joint holding.

8. 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 certified copy of such power or authority, must be deposited at the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong or the principal place of business of the Company in Hong Kong at Units 4607-8, 46th Floor, COSCO Tower, No. 183 Queen’s Road Central, Hong Kong, not less than 48 hours before the time appointed for holding the Meeting or adjourned meeting. Completion and return of the form of proxy will not preclude members from attending and voting in person at the Meeting.

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

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 to the Company is on a voluntary basis. If you fail to provide sufficient information, the Company may not be able to process your appointment of proxy and other instructions.

• (iii) Your Personal Data may be disclosed or transferred by the Company to its subsidiaries, its share registrar and branch share registrar in Hong Kong, and/or other companies or bodies for any of the stated purposes, and 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 for access to and/or correction of your Personal Data should be in writing to the Personal Data Privacy Officer of Computershare Hong Kong Investor Services Limited (the address stated in note 8 above).

• For identification purpose only