CPM Group Limited — Proxy Solicitation & Information Statement 2025

Feb 26, 2025

UBA

UBA INVESTMENTS LIMITED

開明投資有限公司*

(incorporated in Cayman Islands with limited liability)

(Stock code: 768)

EXTRAORDINARY GENERAL MEETING

FORM OF PROXY

Form of proxy for use by shareholders at the extraordinary general meeting (the “Meeting”) of the Company to be convened and held at 16th Floor, Wah Kit Commercial Centre, 300 Des Voeux Road Central, Hong Kong on Tuesday, 25 March 2025 at 4:00 p.m. or any adjournment thereof.

I/We (note a)

of

being the registered holder(s) of (note b) _______ shares of HK$0.01 each of UBA Investments Limited (the

“Company”) hereby appoint the Chairman of the Meeting or _______

of

email address (note j) _______

to act as my/our proxy (note c) at the Meeting to be held at 16th Floor, Wah Kit Commercial Centre, 300 Des Voeux Road Central, Hong Kong on Tuesday, 25 March 2025 at 4:00 p.m. and at any adjournment thereof and to vote on my/our behalf as directed below.

Please tick (✓) in the appropriate box to indicate how you wish your vote(s) to be cast (notes d and e)

Ordinary Resolutions*		For	Against
1.	(a) to approve the supplemental agreement dated 22 January 2025 entered into between UBA Financial and UICL in relation to the provision of the Securities Margin Financing by UICL to UBA Financial and the transactions contemplated thereunder;
(b) to approve the supplemental agreement dated 22 January 2025 entered into between Super Idea and UICL in relation to the provision of the Securities Margin Financing by UICL to Super Idea and the transactions contemplated thereunder;
(c) to approve the supplemental agreement dated 22 January 2025 entered into between UBA and UICL in relation to the provision of the Securities Margin Financing by UICL to UBA and the transactions contemplated thereunder;
(d) to approve the annual caps for the Financial Assistance for the financial years ending 31 March 2026, 31 March 2027 and 31 March 2028; and
(e) to authorise any director of the Company to do all other acts and things and execute all documents which he/she considers necessary or expedient for the implementation of and giving effect to the 2025 Financial Assistance Supplemental Agreements and transactions contemplated thereunder.
2.	(a) to approve the investment management agreement dated 22 January 2025 entered into between UAML and UBA in relation to the provision of assets management services by UAML to UBA and the transactions contemplated thereunder;
(b) to approve the annual caps for the 2025 Investment Management Agreement and the transactions contemplated thereunder for the financial years ending 31 March 2026, 31 March 2027 and 31 March 2028; and
(c) to authorise any director of the Company to do all other acts and things and execute all documents which he/she considers necessary or expedient for the implementation of and giving effect to the 2025 Investment Management Agreement and transactions contemplated thereunder.

• The full text of the resolutions is set out in the notice convening the Meeting dated 26 February 2025.

Dated this ____ day of ____ 2025

Signature: _________ (notes f to i)

Notes:

a. Full name(s) and address(es) are to be inserted in BLOCK CAPITAL LETTERS.
b. Please insert the number of ordinary shares to which this form of proxy relates in the space provided. If a number is inserted, this form of proxy will be deemed to relate only to those shares. If no number is inserted, this form of proxy will be deemed to relate to all ordinary shares registered in your name (whether alone or jointly with others).
c. A proxy need not be a member of the Company. If you wish to appoint some person other than the Chairman of the Meeting as your proxy, please delete the words “the Chairman of the Meeting” and insert the name and address of the person appointed proxy in BLOCK CAPITAL LETTERS in the space provided. If a proxy is attending the Meeting on your behalf, such proxy shall produce his/her own identity paper.
d. If you wish to vote for the resolution(s) set out above, please tick (✓) in the box marked “For”. If you wish to vote against the resolution(s), please tick (✓) the box marked “Against”. If no indication is given, the proxy will vote or abstain at his/her discretion.
e. Corporations must execute this form of proxy under common seal or by an attorney or a duly authorised officer. If a legal representative is appointed to attend the Meeting, such legal representative shall produce his/her own identity paper and a certified true copy of the resolution of the board of directors or other governing body of the corporation appointing the legal representative.
f. If this form of proxy is signed by a person under a power of attorney or any other authority on your behalf, a certified copy of that power of attorney or other authority must be deposited at the Company’s principal place of business at Flat B, 16th Floor, Wah Kit Commercial Centre, 300 Des Voeux Road Central, Hong Kong by not less than 48 hours before the time appointed for holding the Meeting or any adjournment thereof.
g. In order to be valid, this form of proxy together with any power of attorney or other authority under which it is signed must be lodged with the Company’s principal place of business at Flat B, 16th Floor, Wah Kit Commercial Centre, 300 Des Voeux Road Central, Hong Kong by not less than 48 hours before the time appointed for holding the Meeting or any adjournment thereof.
h. Completion and return of this form of proxy shall not preclude you from attending and voting in person at the Meeting should you so wish.
i. In case of joint holders, the vote of the senior who tenders a vote, whether present in person or by proxy, will be accepted to the exclusion of the vote(s) of the other joint holder(s), 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.

PERSONAL INFORMATION COLLECTION STATEMENT

“Personal Data” in this statement has the same meaning as “personal data” defined in the Personal Data (Privacy) Ordinance, Chapter 486 of the Laws of Hong Kong (“PDPO”), which include your and your proxy’s name and address. Your supply of the Personal Data is on a voluntary basis and for the purpose of processing your instructions as stated in this Proxy Form (the “Purposes”). If you fail to supply sufficient information, the Company may not be able to process your instructions. The Company may disclose or transfer the Personal Data to its subsidiaries, 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. The Personal Data will be retained for such period as may be necessary to fulfil the Purposes (including for verification and record purposes). Request for access to and/or correction of the Personal Data can be made in accordance with the provisions of the PDPO and any such request should be in writing and sent to the Privacy Compliance Officer of Tricor Investor Services Limited at the above address.

• For identification purpose only