Expert Systems Holdings Limited — AGM Information 2021

Jun 28, 2021

EXPERT SYSTEMS HOLDINGS LIMITED 思博系統控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 8319)

FORM OF PROXY FOR THE ANNUAL GENERAL MEETING TO BE HELD ON FRIDAY, 17 SEPTEMBER 2021

I/We (Name)

(Block capitals, please) of (Address)

being the holder(s) of

(see Note 1) shares of HK$0.01 each in the capital of

Expert Systems Holdings Limited (the ‘‘Company’’) hereby appoint (Name)

of (Address)

or failing him/her (Name)

of (Address)

or failing him/her, the chairman of the meeting (see Note 2) as my/our proxy to attend and vote for me/us and on my/our behalf at the Annual General Meeting of the Company to be held on Friday, 17 September 2021 at 2:30 p.m. at United Conference Centre, 10/F United Centre, 95 Queensway, Admiralty, Hong Kong, and at any adjournment thereof or on any resolution or motion which is proposed thereat. My/our proxy is authorised and instructed to vote as indicated (see Note 3) in respect of the undermentioned resolutions:

• Ordinary Resolutions (see Note 3)

• 1. ‘‘ToDirectorsreceive,’’)considerand the andauditoradoptof thethe auditedCompanyconsolidatedfor the yearfinancialended 31statementsMarch 2021.and the reports of the directors (the 2. To declare a final dividend of HK0.90 cent per ordinary share of the Company for the year ended 31 March 2021 to be paid out of the share premium account of the Company.
• 1. To re-appoint BDO Limited as auditor of the Company and authorise the board of Directors to fix its remuneration.
• 1. To re-elect the following persons as Directors: (a) Mr. Lau Wai Kwok as an executive Director. (b) Mr. Wong Chu Kee Daniel as a non-executive Director. (c) Mr. Ko Man Fu as an independent non-executive Director. (d) Mr. Mak Wai Sing as an independent non-executive Director.
• 1. To authorise the board of Directors to fix the respective Directors’ remuneration. 6. To grant a general mandate to the Directors to allot, issue, and deal with additional shares of the Company not exceeding 20% of the total number of the issued shares of the Company as at the date of passing this resolution.
• 1. To grant a general mandate to the Directors to repurchase shares of the Company not exceeding 10% of the total number of the issued shares of the Company as at the date of passing this resolution.
• 1. To extend the general mandate granted under resolution no. 6 by adding the shares of the Company repurchased pursuant to the general mandate granted by resolution no. 7.

For Against

Dated this day of 2021 Signature(s) (see Note 5)

Notes:

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

2. A member may appoint more than one proxy of his/her own choice. If such an appointment is made, strike out the words ‘‘the chairman of the meeting’’, and insert the name(s) of the person(s) appointed as proxy in space provided. Any alteration made to this form of proxy must be initiated by the person who signs it.

3. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, PLEASE TICK THE BOX MARKED ‘‘For’’. IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, PLEASE TICK THE BOX MARKED ‘‘Against’’. Failure to tick a 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.

4. If the appointor is a corporation, this form must be under common seal or under the hand of an officer, attorney, or other person duly authorised on that behalf.

5. In the 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 were solely entitled thereto, but if more than one of such joint holders be present at the meeting, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined as that one of the said persons so present whose name stands first on the register in respect of such share shall alone be entitled to vote in respect thereof.

6. ToHopewellbe valid,Centre,this form183 ofQueenproxy’s Roadmust beEast,completed,Wanchai,signedHong andKong,depositedtogetheratwiththe Companythe power’s ofbranchattorneyshareorregistrarother authorityin Hong(ifKong,any)Tricorunder Investorwhich it Servicesis signedLimited,(or a certifiedat Levelcopy54, thereof), not less than 48 hours before the time for holding the meeting. The completion and return of the form of proxy shall not preclude shareholders of the Company from attending and voting in person at the above meeting (or any adjourned meeting thereof) if they so wish.

7. A proxy needs not be a shareholder of the Company.