Soft International Group Limited — Proxy Solicitation & Information Statement 2025

Apr 28, 2025

SOFT INTERNATIONAL GROUP LTD
舒寶國際集團有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock code: 2569)

FORM OF PROXY FOR USE AT THE ANNUAL GENERAL MEETING
TO BE HELD ON FRIDAY, 20 JUNE 2025 (OR ANY ADJOURNMENT THEREOF)

I/We (Name) ________ (Block capitals, please)
of (Address) ________
being the holder(s) of
HKS0.0001 each (the “Shares”) in the capital of Soft International Group Ltd (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 (the “AGM”) to be held at Zhizao Avenue, Economic Development Zone (Food Park), Quanzhou Jinjiang, Fujian Province, China on Friday, 20 June 2025 at 10:30 a.m., and at its adjournment for the purpose of considering and, if thought fit, passing the ordinary resolutions as set out in the notice convening the Meeting as indicated below or if no such indication is given, as my/our proxy thinks fit and in respect of any other business that may properly come before the Meeting and/or at any adjournment thereof. My/our proxy is authorised and instructed to vote as indicated (see Note 3) in respect of the under-mentioned ordinary resolutions:

Ordinary resolutions		For (see Note 3)	Against (see Note 3)
1.	To consider and adopt the audited consolidated financial statements of the Company and its subsidiaries for the year ended 31 December 2024 and the respective reports of the Company's directors (the “Director(s)”) and independent auditor.
2.	To re-elect the following Directors of the Company:
	(i) To re-elect Mr. Ngan Pui Kuan as an executive Director;
	(ii) To re-elect Mr. Zeng Guodong as an executive Director;
	(iii) To re-elect Mr. Zhou Jiahao as an executive Director;
	(iv) To re-elect Mr. Gao Yue as an executive Director;
	(v) To re-elect Mr. Cai Hao as a non-executive Director; and
	(vi) To re-elect Mr. Ng Brian Hong Jing as an independent non-executive Director.
3.	To authorise the board of Directors of the Company (the “Board”) to fix the remuneration of the Directors for the year ending 31 December 2025 (“FY2025”).
4.	To re-appoint Forvis Mazars CPA Limited, Certified Public Accountants as the independent auditor of the Company's financial statements for FY2025 and authorise the Board to fix their remuneration.
5.	To grant a general and an unconditional mandate to the Directors to allot, issue and otherwise deal with additional shares of the Company (the “Shares”) (excluding treasury shares, if any).*
6.	To grant a general and an unconditional mandate to the Directors to buyback the Shares (excluding treasury shares, if any).*
7.	Conditional on the passing of resolutions no. 5 and 6 above, to extend the general mandate granted by resolution no. 5 by adding thereto the Shares bought-back pursuant to the general mandate granted by resolution no. 6.*

• For the full text of the proposed ordinary resolutions, please refer to the notice convening the AGM (the “Notice”) as contained in the Company's circular dated 29 April 2025.

Signature(s) ________ (see Notes 4 and 5)
Dated this day ________ of _________ 2025

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 registered in your name(s).
2. A member of the Company (the “Member” or “Shareholder”) may appoint one (or, if he/she/it holds two or more Shares, more than one) proxy of his/her/its own choice. If such an appointment is made, please strike out the words “the chairman of the meeting”, and insert the name(s) of the person(s) appointed as proxy in the space provided. A proxy need not be a Member. If more than one proxy is appointed, the original form of proxy may be photocopied for use.
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 AGM other than those referred to in the Notice. However, the number of Shares abstained from voting will not be counted in the calculation of the required majority of voting.
4. If the appointor is a corporation, this form of proxy must be executed 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 Shareholders, the signature of any one Shareholder will be sufficient but the names of all the joint Shareholders should be stated.
6. Where there are joint holders of any Share, 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/she were solely entitled thereto, but if more than one of such joint holders is present at the AGM, 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. 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.
7. To be valid, the proxy form, together with the power of attorney or other authority (if any) under which it is signed, or a certified copy of that power of attorney or authority, must be lodged with 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 as soon as possible but in any event not later than 48 hours before the time appointed for holding the AGM or any adjournment thereof. Completion and return of the form of proxy shall not preclude Members from subsequently attending and voting in person at the AGM (or its adjourned meeting) should you so wish, and in such event, the form of proxy shall be deemed to be revoked.
8. Any alteration made to this form of proxy must be initialed by the person who signs it.
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 Member or his/her/its proxy should produce proof of identity when attending the AGM. If a corporate Member appoints its representative to attend the AGM, such representative should produce proof of identity and a copy of the resolution of the board or other governing body of that Member appointing such representative to attend the AGM.