Summi (Group) Holdings Limited — Proxy Solicitation & Information Statement 2024

Feb 2, 2024

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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 22 February 2024 (Thursday) 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:

respect of any other business that may properly come before the Meeting and/or at any adjournment thereof:	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 approveTHAT: subject to and conditional upon the granting of approval by the Listing Committee of The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) for the listing of, and permission to deal in, the issued and unissued shares of the Company consolidated in the manner as set out in paragraph (a) of this resolution below (the “Share Consolidation”): (a) with effect from the second business day immediately following the date on which this resolution is passed: (i) every ten (10) issued and unissued Existing Shares of HK$0.01 each in the share capital of the Company be consolidated into one (1) Consolidated Share of HK$0.1; (ii) upon the Share Consolidation becoming effective, all of the Consolidated Shares shall rank pari passu in all respects; (iii) all fractional Consolidated Shares resulting from the Share Consolidation will be disregarded and will not be issued or given to holders of the same but all such fractional Consolidated Shares will be aggregated and, if possible, sold for the benefits of the Company in such manner and on such terms as the directors (the “Director(s)”) of the Company may think fit; and (b) any one of the Directors on behalf of the Company be and is hereby authorised to 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 Share Consolidation.

Date this day of 2024 Signature[(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 20 February 2024) 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.

11. The description of these resolutions is by way of summary only. The full text appears in the notice of the Meeting dated 2 February 2024.

12. 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.