Success Universe Group Limited — Proxy Solicitation & Information Statement 2025

Jul 18, 2025

TERN PROPERTIES COMPANY LIMITED

太興置業有限公司

(Incorporated in Hong Kong with limited liability)

(Stock Code: 277)

Form of proxy for use at the Annual General Meeting (or at any adjournment thereof) to be held at 12:00 noon on Wednesday, 20 August 2025

I/We¹

of

being the registered holder(s) of² _______ shares of Tern Properties Company Limited (the “Company”), HEREBY APPOINT³ & ⁴

of

or failing him⁵ & ⁴

of

or failing him, the Chairman of the meeting as my/our proxy to act for me/us at the Annual General Meeting (or at any adjournment thereof) of the said Company to be held at the conference room of United Conference Centre Limited, 10th Floor, United Centre, 95 Queensway, Admiralty, Hong Kong on Wednesday, 20 August 2025 at 12:00 noon and to vote on my/our behalf as directed below or, if no such direction is given, as my/our proxy thinks fit.

Ordinary Resolutions		For²	Against³
1.	To receive and consider the audited consolidated Financial Statements, the Report of the Directors and the Independent Auditor’s Report for the year ended 31 March 2025.
2.	To declare a final dividend of HK1.4 cents per share for the year ended 31 March 2025.
3.	(a) To re-elect Mr. Chan Yan Tin, Andrew as an Executive Director.
	(b) To re-elect Mr. Tse Lai Han, Henry as an Independent Non-Executive Director.
	(c) To authorise the Board of Directors to fix the Directors’ remuneration.
4.	To appoint HLB Hodgson Impey Cheng Limited as the auditor of the Company in place of the retiring auditor, HLM CPA Limited, to hold office until the conclusion of the next annual general meeting of the Company, at a remuneration to be fixed by the Board.
5.	To give a general mandate to the Directors to buy back shares of the Company (ordinary resolution no. 5 set out in the notice of Annual General Meeting).
6.	To give a general mandate to the Directors to issue shares of the Company (ordinary resolution no. 6 set out in the notice of Annual General Meeting).
7.	To extend the general mandate to issue shares by addition thereto the shares bought back by the Company (ordinary resolution no. 7 set out in the notice of Annual General Meeting).
Special Resolution
8.	To adopt the new articles of association of the Company.

Date: ____
Signature⁶: ____

Notes:

1. Full name(s) and address(es) to be inserted 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 of the Company registered in your name(s).
3. A member of the Company entitled to attend and vote at the above meeting is entitled to appoint one or more proxies to attend, speak and vote instead of him. A proxy need not be a member of the Company.
4. Please insert the name and address of the proxy desired in the space provided and strike out the words “or failing him, the Chairman of the meeting.” IF NO NAME OF PROXY IS INSERTED, THE CHAIRMAN OF THE MEETING WILL ACT AS YOUR PROXY. Any alterations made in this form should be initialled by the person who signs it.
5. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, PLEASE PLACE A “,” IN THE RELEVANT BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST A RESOLUTION, PLEASE PLACE A “,” IN THE RELEVANT BOX MARKED “AGAINST”. Failure to complete 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.
6. 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 under its common seal or under the hand of an officer or attorney duly authorised.
7. If more than one of the joint holders are present at the meeting personally or by proxy, that one of the said persons so present whose name stands first on the register in respect of the relevant shares shall alone be entitled to vote in respect thereof.
8. To be valid, this form of proxy, together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of that power or authority, must be deposited at the registered office of the Company at 26th Floor, Tern Centre, Tower I, 237 Queen’s Road Central, Hong Kong not less than 48 hours before the time appointed for holding the meeting or adjourned meeting.

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 (“PDPO”).
(ii) Your supply of Personal Data to the Company is on a voluntary basis. Failure to provide sufficient information, the Company may not be able to process your appointment of proxy and instructions.
(iii) Your Personal Data may be disclosed or transferred by the Company to its subsidiaries, its share registrar, and/or other companies or bodies for any of the stated purposes, and retained for such period as may be necessary for our verification and record purposes.
(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 for access to and/or correction of your Personal Data should be in writing to the Personal Data Privacy Officer of Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong.