Satu Holdings Limited — Proxy Solicitation & Information Statement 2021

Jun 24, 2021

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SATU HOLDINGS LIMITED 舍圖控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8392)

FORM OF PROXY FOR USE IN CONNECTION WITH THE ANNUAL GENERAL MEETING TO BE HELD AT 3:00 P.M. ON 30 JULY 2021 (OR AT ANY ADJOURNMENT THEREOF)

I/We, (Name)

of (Address) being the registered holder(s) of ordinary shares of HK$0.01 each in the capital of Satu Holdings Limited (the ‘‘Company’’), HEREBY APPOINT (Name)

(Note 1)

(Note 1) (Note 2)

of (Address)

or failing him/her, the CHAIRMAN OF THE MEETING (Note 3) as my/our proxy to attend and vote for me/us and on my/our behalf at the annual general meeting of the Company (the ‘‘AGM’’) to be held at Room 636, 6/F., Kowloonbay International Trade & Exhibition Centre (KITEC) at 1 Trademart Drive, Kowloon Bay, Kowloon, Hong Kong on Friday, 30 July 2021 at 3:00 p.m. and at any adjournment as indicated below (Note 4).

	ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	FOR (Note 4)	AGAINST (Note 4)
	1.	To consider and approve the audited consolidated financial statements of the Company and itssubsidiaries and the reports of the directors of the Company (the ‘‘Directors’’) and the independentauditor of the Company for the year ended 31 March 2021
	2.	(a)To re-elect Mr. Chan Ching Sum Sam as an independent non-executive Director of theCompany
		(b)To re-elect Mr. Ho Kim Ching as an independent non-executive Director of the Company
	3.	To authorise the board of Directors (the ‘‘Board’’) to fix the remuneration of the Directors
	4.	To re-appoint RSM Hong Kong as the independent auditor of the Company and to authorise the Boardto fix their remuneration for the year ending 31 March 2022
	5.	To grant a general mandate to the Directors to allot, issue and otherwise deal with the Company’sshares*
	6.	To grant a general mandate to the Directors to repurchase the Company’s shares*
	7.	To extend the general mandate granted to the Directors to issue new shares to include the number ofshares repurchased*

• For the full text of the proposed resolutions, please refer to the notice of AGM as contained in the Company’s circular dated 24 June 2021.

Signature: (Notes 5 & 6) Date:

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS. The names of all joint registered holders should be stated.

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

3. A shareholder entitled to attend and vote at the AGM shall be entitled to appoint another person as his proxy to attend and vote instead of him. A shareholder who is the holder of two or more sharesAGM ismaypreferred,appointpleasemore thandeleteonetheproxywordsto‘‘orrepresentfailing himhim/her,and votethe CHAIRMANon his behalfOFat theTHEAGM.MEETINGA proxy’’ andneedinsertnot thebe anameshareholderand addressof theofCompany.the proxy Ifdesiredany proxyin theotherspacethanprovided.the chairmanIf no nameof theis inserted, the chairman of the AGM will act as your proxy. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

4. IMPORTANT:ANY OF THE IFRESOLUTIONS,YOU WISH TOPLEASEVOTE FORTICKANY(H)OFTHETHERELEVANTRESOLUTIONS,BOX MARKEDPLEASE TICK‘‘AGAINST(H) THE’’. FailureRELEVANTto tick BOXeitherMARKEDbox of a resolution‘‘FOR’’; IFwillYOUentitleWISHyourTOproxyVOTEto voteAGAINSTfor or against the resolution or to abstain from voting on the resolution at his/her discretion. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the AGM other than the resolutions referred to in the notice of AGM.

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 either executed under its common seal or under the hand of an officer or attorney or other person duly authorised.

6. In the case of joint shareholders, the signature of any one shareholder will be sufficient but the names of all the joint shareholders should be stated.

7. Where there are joint holders of any share of the Company, any one of such joint holders may vote at the AGM, either in person or by proxy, in respect of such share as if he were solely entitled thereto, but if more than one of such joint holders is present at the AGM, the vote of the senior holder 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 by the order in which the names stand in the register of members in respect of the joint holding. Several executors or administrators of a deceased member in whose name any share stands shall for this purpose be deemed joint holders thereof.

8. depositedTo be valid,witha formthe Companyof proxy,’stogetherHong Kongwith branchthe powershareof registrar,attorney orTricorotherInvestorauthorityServices(if any) Limited,under whichat Levelit is signed54, Hopewellor a notariallyCentre, certified183 Queencopy’s Roadof thatEast,powerHongof attorneyKong notorlessauthoritythan 48musthoursbe before the time appointed for holding the AGM or any adjournment thereof and in default thereof this form of proxy shall not be treated as valid. Completion and return of the form of proxy shall not preclude a shareholder from subsequently attending and voting in person at the AGM or the adjournment thereof, and in such event, this form of proxy shall be deemed to be revoked. No instrument appointing a proxy shall be valid after the expiry of 12 months from the date of its execution.

9. The Company reserves its right to treat any form of proxy which has been incorrectly completed in some manner as valid if such incorrectness is considered by the Company, at its absolute discretion, not material.

10. A shareholder or his/her/its proxy should produce proof of identity when attending the AGM. If a corporate shareholder appoints its representative to attend the AGM, such representative should produce proof of identity and/or a copy of the resolution of the board of directors or other governing body of that shareholder appointing such representative to attend the AGM. PERSONAL INFORMATION COLLECTION STATEMENT

• (i) ‘‘Personal Data’’ in these statements has the same meaning as ‘‘personal data’’ in the Personal Data (Privacy) Ordinance, Chapter 486 of the Laws of Hong Kong (the ‘‘PDPO’’). (ii) Your supply of Personal Data to the Company is on a voluntary basis and is used for processing your instructions and/or requests as stated in this form of proxy.

• (iii) Yourorder Personalor a law Dataenforcementwill notagencybe transferred’s requesttoandotherwillthirdbe partiesretained(otherfor suchthanperiodthe Hongas mayKongbebranchnecessaryshareforregistrar)our verificationunless itandis arecordrequirementpurposes.to so do by law, for example, in response to a court

• (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 should be in writing addressed to the Personal Data Privacy Officer of Tricor Investor Services Limited.