Summi (Group) Holdings Limited — Proxy Solicitation & Information Statement 2023

Aug 30, 2023

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森美（集團）控股有限公司 Summi (Group) Holdings Limited

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 00756)

FORM OF PROXY FOR USE AT THE EXTRAORDINARY GENERAL MEETING (OR AT ANY ADJOURNMENT THEREOF)

I/We[(note 1)]

of being the registered holder(s) of[(note 2)] ordinary shares(s) of HK$0.01 each in the capital of Summi (Group) Holdings Limited (the “ Company ”) hereby appoint the chairman (the “ Chairman ”) of the extraordinary general meeting of the Company (the “ Meeting ”), or[(note 3)] of as my/our proxy to attend and vote for me/us and on my/our behalf at the Meeting to be held on 19 September 2023 (Tuesday) at 3:00 p.m. at Room 702, 7/F., Laford Centre, 838 Lai Chi Kok Road, Cheung Sha Wan, Kowloon, Hong Kong and at any adjournment thereof 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:

	ORDINARY RESOLUTIONS(note 4)	FOR(note 5)	AGAINST(note 5)
	1.To approve, confirm and ratify the conditional Subscription Agreement and the transactions contemplated
	thereunder; to authorise any one Director(s), on behalf of the Company, do all such acts and things, to
	sign and execute such documents or agreements or deeds and take all such actions as he/she/they may in
	his/her/their absolute discretion consider necessary, appropriate, desirable or expedient for the purposes
	of giving effect to or in connection with the Subscription Agreement and the transactions contemplated
	thereunder and agree to such variation, amendment or waiver as are, in the opinion of such Director,
	in the interest of the Company and the Shareholders as a whole; and subject to and conditional upon
	the Listing Committee of Stock Exchange having granted the listing of, and permission to deal in the
	Subscription Shares, to grant the Directors the Specific Mandate which shall entitle the Directors to
	exercise all the powers of the Company to issue, allot and credit as fully paid, the Subscription Shares,
	on and subject to the terms and conditions of the Subscription Agreement, providing that the Specific
	Mandate shall be in addition to, and shall not prejudice nor revoke any general or specific mandates(s)
	which has/have been granted or may from time to time be granted to the Directors prior to the passing of
	this resolution.
	2.To approve, confirm and ratify the Increase in Authorised Share Capital; to authorise any one Director(s),
	on behalf of the Company, do all such acts and things, to sign and execute such documents or agreements
	or deeds and take all such actions as he/she/they may in his/her/their absolute discretion consider
	necessary, appropriate, desirable or expedient for the purposes of giving effect to or in connection with
	the Increase in Authorised Share Capital.
Date thisday of2023Signature(note 6)

Notes:

1. Full name(s) and address(es) must be inserted in BLOCK CAPITALS .

2. Please insert the number of shares registered in your name(s) to which the 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. If any proxy other than the Chairman is preferred, please strike out “the Chairman of the extraordinary general meeting of the Company, or” and insert the name and address of the proxy desired in the space provided. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON(S) WHO SIGN(S) IT .

4. The description of these resolutions are by way of summary only. The full text appears in the notice of the Meeting.

5. IMPORTANT:IF YOU WISH TO VOTE FOR THE RESOLUTION, TICK (“ ”) THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST THE RESOLUTION, TICK (“ ”) THE BOX MARKED “AGAINST” . Failure to tick either box will entitle your proxy to cast your vote or abstain at his/her discretion. Your proxy will also be entitled to vote or abstain at his/her discretion on any resolution properly put to the Meeting and/or at any adjournment thereof other than those referred to in the notice convening the Meeting.

6. This form of proxy shall be in writing 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 authorised to sign the same. In the case of this form of proxy purporting to be signed on behalf of a corporation by an officer thereof it shall be assumed, unless the contrary appears, that such officer was duly authorised to sign this form on behalf of the corporation without further evidence of the fact.

7. Any member entitled to attend and vote at the Meeting is entitled to appoint another person as his/her proxy to attend and vote instead of him/her. A member may appoint a proxy in respect of part only of his/her holding of shares in the Company. A proxy need not be a member of the Company.

8. This form of proxy and (if required by the board of directors of the Company) the power of attorney or other authority (if any) under which it is signed, or a certified copy of such power or authority, shall be delivered to the office of the Hong Kong branch share registrar and transfer office of the Company, Link Market Services (Hong Kong) Pty Limited, at Suite 1601, 16/F., Central Tower, 28 Queen’s Road Central, Hong Kong not less than forty-eight (48) hours before the time appointed for holding the Meeting or adjourned meeting at which the person named in this form proposes to vote or, in the case of a poll taken subsequently to the date of the Meeting or adjourned meeting, not less than forty-eight (48) hours before the time appointed for the taking of the poll (i.e. before 3:00 p.m. on 17 September 2023) and in default this form of proxy shall not be treated as valid.

9. Delivery of this form of proxy shall not preclude a member from attending and voting in person at the Meeting and in such event, this form of proxy shall be deemed to be revoked. 10. Where there are joint holders of any share, any one of such joint holders may vote, either in person or by proxy, in respect of such share as if he/she was solely entitled thereto, but if more than one of such joint holders be present at the meeting, the vote of the senior who tenders a vote, whether in person or by proxy, shall 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 of the Company in respect of the joint holding.

10. The description of these resolutions is by way of summary only. The full text appears in the notice of the Meeting dated 31 August 2023.

11. The proxy need not be a member of the Company but must attend the meeting in person to represent you.

PERSONAL INFORMATION COLLECTION STATEMENT

• (i) “Personal Data” in this statement has the same meaning as “personal data” in the Personal Data (Privacy) Ordinance, Chapter 486 of the Laws of Hong Kong (“ PDPO ”).

• (ii) Your Personal Data is supplied to the Company on a voluntary basis. Failure to provide sufficient information may render the Company not able to process your instructions and/or request as stated in this form of proxy.

• (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 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 and sent to the Personal Data Privacy Officer of the Company’s share registrar.