UBoT Holding Limited — Proxy Solicitation & Information Statement 2025

Apr 29, 2025

UBoT

UBoT Holding Limited

優博控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 8529)

Form of Proxy for Annual General Meeting

I/We,¹

of

being holder(s) of² ____ shares of HK$0.001 each in the capital of UBOT HOLDING LIMITED (the “Company”) hereby appoint³ the Chairman of the meeting or ____ of _______ as my/our proxy to attend and vote for me/us and on my/ our behalf at the Annual General Meeting of the Company to be held at 3:30 p.m. on Wednesday, 18 June 2025 at 22/F, Euro Trade Centre, 13–14 Connaught Road Central, Central, Hong Kong or at any adjournment thereof in respect of the resolutions set out in the notice convening the said meeting as hereunder indicated, and, if no such indication is given, as my/our proxy thinks fit:

ORDINARY RESOLUTIONS		FOR⁴	AGAINST⁴
1.	To consider and approve the audited consolidated financial statements of the Company and the reports of the Directors and of the independent auditors of the Company for the year ended 31 December 2024.
2.	(i) To re-elect Mr. Tong Yuen To as an executive Director.
	(ii) To re-elect Mr. Chan Kai Leung as an executive Director.
	(iii) To re-elect Mr. Shek Kam Pun as an executive Director.
3.	To re-appoint Moore CPA Limited as the auditors of the Company to hold office until the conclusion of the next annual general meeting of the Company and to authorise the board of directors of the Company to fix their remuneration.
4.	(A) To grant to the directors a general mandate to allot, issue and otherwise deal with additional shares of the Company not exceeding 20 per cent. of the total number of shares of the Company in issue as at the date of this resolution.
	(B) To grant to the directors a general mandate to exercise the power of the Company to repurchase its own shares not exceeding 10 per cent. of the total number of shares of the Company in issue as at the date of this resolution.
	(C) To include the number of shares repurchased by the Company to the aggregate number of shares of the Company which may be allotted and issued by the directors under the general mandate granted to the directors under Resolution No. 4(A).

Signature(s)⁶ _______

Dated _______ 2025

Notes:

1. Full name(s) and address(es) to 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). If no number is inserted, this form of proxy will be deemed to relate to all the shares in the capital of the Company registered in your name(s).
3. If any proxy other than the Chairman of the meeting is preferred, delete the words “the Chairman of the meeting 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. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, TICK THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, TICK THE BOX MARKED “AGAINST”. Failure to tick a box will entitle your proxy to cast 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.
5. 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 such power or authority, must be deposited at the Company’s branch share registrar and transfer office in Hong Kong, Boardroom Share Registrars (HK) Limited at Room 2103B, 21/F., 148 Electric Road, North Point, Hong Kong Hong Kong not less than 48 hours before the time appointed for holding the meeting.
6. This form of proxy must be signed by you or your attorney duly authorized in writing or, in the case of a corporation, must either be executed under its common seal or under the hand of an officer or attorney or other person duly authorized.
7. Where there are joint registered holders of any share, any one of such persons may vote at the meeting, either personally or by proxy, in respect of such share as if he were solely entitled thereto, but if more than one of such joint holders is present at the meeting, personally or by proxy, then 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.
8. 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 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 registrars, 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 by mail to the Company/ Boardroom Share Registrars (HK) Limited at the above address.