STAR CM Holdings Limited — Proxy Solicitation & Information Statement 2026

Apr 28, 2026

STAR CM Holdings Limited
星空華文控股有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 6698)

FORM OF PROXY FOR USE AT ANNUAL GENERAL MEETING
TO BE HELD ON JUNE 18, 2026

I/We (Note 1)
of (Note 1)

being the registered holder(s) of (Note 2) _______ shares of US$0.000001 each in the capital of
STAR CM Holdings Limited (the "Company") hereby appoint (Note 3)
of (Note 3)

or failing him/her, the chairman of the annual general meeting as my/our proxy to attend and vote for me/us and on my/our behalf at the annual general meeting to be held at 23M/F, Canxing Building, No. 158 Longqi Road, Shanghai, China on Thursday, June 18, 2026 at 11:00 a.m. (the "Annual General Meeting"), and at any adjournment thereof for the purpose of considering and, if thought fit, passing with or without modification, the resolutions as set out in the notice of the Annual General Meeting and to vote on my/our behalf as hereunder indicated or, if no such indication is given, as my/our proxy thinks fit. My/our proxy will also be entitled to vote on any matters properly put to the Annual General Meeting in such manner as he/she thinks fit.

Ordinary Resolutions (Note 4)		For (Note 5)	Against (Note 5)
1	To receive and adopt the audited consolidated financial statements of the Company for the year ended December 31, 2025 and the reports of the directors and independent auditor thereon.
2	(A) To re-elect the following retiring directors of the Company (the "Directors") who are standing for re-election at the Annual General Meeting:
	(i) Mr. Tian Ming as executive Director;
	(ii) Mr. Jin Lei as executive Director; and
	(iii) Mr. Li Liangrong as independent non-executive Director.
	(B) To authorise the board of Directors (the "Board") to fix the remuneration of the Directors.
3	To re-appoint Crowe (HK) CPA Limited as auditor of the Company to hold office until the conclusion of the next annual general meeting of the Company and to authorise the Board to fix their remuneration.
4	(A) To grant a general and unconditional mandate to the Directors to allot, issue and deal with additional shares of the Company (including any sale or transfer of treasury shares out of treasury) not exceeding 20% of the total number of the issued shares of the Company (excluding any treasury shares) (the "Issue Mandate").
	(B) To grant a general and unconditional mandate to the Directors to repurchase shares not exceeding 10% of the total number of the issued shares of the Company (excluding any treasury shares).
	(C) To extend the Issue Mandate by the number of shares repurchased by the Company.
Special Resolution (Note 4)		For (Note 5)	Against (Note 5)
5	To consider and approve the proposed amendments to the existing amended and restated memorandum and articles of association of the Company and to adopt the second amended and restated memorandum and articles of association of the Company in substitution for, and to the exclusion of, the existing amended and restated memorandum and articles of association of the Company.

Dated this __ day of ____, 2026
Signature(s) (Note 6): _________

Notes:
1. Full name(s) and address(es) shall be inserted in BLOCK CAPITALS. The names of all joint holders should be stated.
2. Please insert the number of shares registered in your name(s) to which this form of proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all shares in the capital of the Company registered in your name(s).
3. Full name(s) and address(es) shall be inserted in BLOCK CAPITALS. If not completed, the chairman of Annual General Meeting will act as your proxy.
4. The above description of the proposed ordinary resolutions and special resolution by way of summary only. The full text appears in the notice of the Annual General Meeting.
5. 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.
6. The instrument appointing a proxy shall be in writing and shall be executed under the hand of the appointor or of his/her attorney duly authorised in writing or, if the appointor is a corporation, either under its seal or under the hand of an officer, attorney or other person duly authorised to sign the same.
7. In the case of joint holders of any share, any one of such persons may vote at the Annual General Meeting, either personally or by proxy, in respect of such share as if he/she were solely entitled thereto. However, if more than one of such joint holders be present at the Annual General Meeting personally or by proxy, the vote of the senior who tenders a vote, whether 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 as that one of the said persons so present whose name stands first on the register of members of the Company in respect of such share.
8. To be valid, this form of proxy must be completed, signed and deposited at the Hong Kong share registrar of the Company, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, together with the power of attorney or other authority (if any) under which it is signed (or a notarially certified copy thereof), not less than 48 hours before the time for holding the meeting (i.e. not later than 11:00 a.m. on Tuesday, June 16, 2026). 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, and in such event, the form of proxy shall be deemed to be revoked.
9. A proxy need not be a shareholder of the Company.