Qiniu Limited — Proxy Solicitation & Information Statement 2025

Jun 5, 2025

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E&P Global Holdings Limited

能源及能量環球控股有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock code: 1142)

FORM OF PROXY FOR USE AT THE EXTRAORDINARY GENERAL MEETING

TO BE HELD ON MONDAY, 30 JUNE 2025

I/We (Note 1)

of

being the registered shareholder(s) of (Note 2) _______ shares

of HK$0.01 ("Shares") each in the share capital of E&P Global Holdings Limited (the "Company"), HEREBY APPOINT THE CHAIRMAN OF THE MEETING

or (Note 3)

of

as my/our proxy to attend and vote on my/our behalf at the Extraordinary General Meeting of the Company (the "EGM") to be held at Conference Room R3, United Conference Centre, 10th Floor, United Centre, 95 Queensway, Admiralty, Hong Kong on Monday, 30 June 2025 at 10:00 a.m. for the purpose of considering and, if thought fit, passing the resolutions set out in the notice convening the said meeting and at such meeting (and at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of the resolutions as indicated below (Note 4):—

Please make a mark in the appropriate boxes to indicate how you wish your vote(s) to be cast on a poll.

ORDINARY RESOLUTION (Note 5)			FOR (Note 4)	AGAINST (Note 4)
1	(a)	To approve the conversion (the “Proposed Conversion”) of the convertible notes (the “Convertible Notes”) of the Company to up to 5,132,400,000 Shares pursuant to the terms of the instrument of the convertible notes dated 17 March 2025 (the “Convertible Notes”) by A Mark Limited, Ocean Resources Int'l Investment Group Limited and Wayside Holdings Limited (the “Subscribers”) and the transactions contemplated thereunder;
	(b)	subject to the Listing Committee of The Stock Exchange of Hong Kong Limited not having withdrawn the approval for the listing of, and the permission to deal in the conversion Shares, the directors of the Company (the “Directors”) be and are hereby authorised to issue and allot the respective Shares pursuant to the notices of conversion given by the holders of the Convertible Notes pursuant to the instrument of the Convertible Notes; and
	(c)	the Directors be and are hereby authorised to do all such acts and things and execute (under hand or as a deed and where appropriate, under the common seal of the Company) all such documents on behalf of the Company, including under seal where applicable, as they may consider necessary or expedient to give effect to or in connection with the Proposed Conversion.
SPECIAL RESOLUTION
2	(a)	To approve the grant of waiver (the “Whitewash Waiver”) of the obligation of Mr. Chen William Hon Lam (“Mr. Chen”) and the Subscribers to make a mandatory general offer for all the issued Shares and other securities of the Company (other than those issued Shares and other securities owned or agreed to be acquired by Mr. Chen, the Subscribers and parties acting in concert with any of them, the conversion Shares allotted and issued to the holders of the Convertible Notes (other than the Subscribers) (the “CN Places”) and any unconverted Convertible Notes placed to the CN Places) which would otherwise arise as a result of the issue of the Shares from the Proposed Conversion; and
	(b)	To authorize any one or more Directors to, do all such acts and things and execute all relevant documents or deeds (and, if necessary, affix the company seal in accordance with the by-laws of the Company) as he/she may consider necessary, expedient or desirable in connection with, to give effect to, or to consummate any matter relating to or in connection with the Whitewash Waiver and/or the transactions contemplated thereunder.

Dated this ___ day of _____ , 2025

Signature: _______

Notes:

1. Please insert full name(s) and address(es) in BLOCK CAPITALS.
2. 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).
3. If any proxy other than the Chairman is preferred, please strike out the words “THE CHAIRMAN OF THE MEETING” and insert the name and address of the proxy desired in the space provided. You may appoint one or more proxies to attend the meeting. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE MEETING WILL ACT AS PROXY. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.
4. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, TICK THE APPROPRIATE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST A RESOLUTION, PLEASE TICK THE APPROPRIATE BOX MARKED “AGAINST”. Failure to complete any of the boxes will entitle your proxy to cast his 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 in the notice convening the meeting.
5. The full text of resolutions referred to above appears in the notice of the EGM dated 6 June 2025.
6. This form of proxy must be signed by you or your attorney duly authorized in writing or, in the case of a corporation, must be either under its common seal or under the hand of an officer or attorney duly authorized.
7. In the case of joint holders, 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 holder(s), and for this purpose seniority will be determined by the order in which the names stand in the register of members of the Company.
8. To be valid, this form of proxy, together with the power of attorney (if any) or other authority (if any) under which it is signed or a notarially certified copy thereof, must be deposited at the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong before 10:00 a.m. on 28 June 2025 (Saturday), which is not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof.
9. The proxy need not be a member of the Company but must attend the meeting in person to represent you.
10. Completion and delivery of the form of proxy will not preclude you from attending and voting at the meeting if you so wish.

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 above-mentioned meeting of the Company (the "Purposes"). The Company may transfer your and your proxy's (or proxies') name(s) and address(es) to the Company's agent, contractor, 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 authorized 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 (Chapter 486 of the Laws of Hong Kong) and any such request should be in writing by mail to Tricor Investor Services Limited at its above address.