Ulferts International Limited — Proxy Solicitation & Information Statement 2023

Jun 12, 2023

首惠產業金融服務集團有限公司[*]

CAPITAL INDUSTRIAL FINANCIAL SERVICES GROUP LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 730)

FORM OF PROXY FOR THE SPECIAL GENERAL MEETING TO BE HELD ON 28 JUNE 2023 AND ANY ADJOURNMENT THEREOF

I/We[1] of being the registered holder(s) of[2] shares (‘‘Shares’’) of HK$0.01 each in the capital of Capital Industrial Financial Services Group Limited (the ‘‘Company’’), HEREBY APPOINT the Chairman of the meeting, or[3] of or failing him/her of

as my/our proxy to attend and act for me/us and on my/our behalf at the special general meeting of the Company to be held at 3:00 p.m. on Wednesday, 28 June 2023 at 11/F, China Railway Construction Building, No. 20 Shijingshan Road, Shijingshan District, Beijing, PRC and at any adjournment thereof (the ‘‘Meeting’’) for the purposes of considering and, if thought fit, passing the resolutions as set out in the notice convening the Meeting (the ‘‘SGM Notice’’) and at the Meeting to vote for me/us and in my/our name(s) in respect of the resolutions as indicated hereunder, and, if no such indication is given, as my/our proxy thinks fit. My/our proxy will also be entitled to vote on any matter properly put to the Meeting in such manner as he/she thinks fit.

	ORDINARY RESOLUTION	ORDINARY RESOLUTION	FOR4	AGAINST4
	1.	(a) To approve, ratify and confirm the agreement (the ‘‘Master Services Agreement’’)dated 28 April 2023 entered into between the Company and Shougang Group Co.,Ltd.（首鋼集團有限公司）(‘‘Shougang’’), a copy of which is tabled at the Meetingand marked ‘‘A’’ and initialed by the chairman of the Meeting for identificationpurpose, pursuant to which, Shougang and its subsidiaries (the ‘‘ShougangGroup’’) shall provide to the Group or the Group shall provide to the ShougangGroup (as the case may be) deposit and related services (the ‘‘Deposit Services’’),information technology services (the‘‘Information TechnologyServices’’),property leasing services (the ‘‘Property Leasing Services’’), management andfinancial advisory services (the ‘‘Management and Financial Advisory Services’’),financial technical services (the ‘‘Financial Technical Services’’) and otherfinancial services (the ‘‘Other Financial Services’’);(b) To approve the proposed maximum daily balance of deposits (including thecorresponding interest accrued thereon) placed by the Group with the ShougangGroup in relation to the Deposit Services during the term of the Master ServicesAgreement commencing from the date on which the Master Services Agreementbecomes effective and ending on 31 December 2025 as set out in the circular of theCompany dated 12 June 2023 (the ‘‘Circular’’);(c) To approve the proposed annual caps in respect of the service fees payable by theGroup to the Shougang Group in relation to the Information Technology Servicespursuant to the Master Services Agreement as set out in the Circular;(d) To approve the proposed annual caps in respect of the lease of properties to theGroup under the Master Services Agreement in relation to the Property LeasingServices as set out in the Circular;(e) To approve the proposed annual caps in respect of the service fees payable by theShougang Group to the Group in relation to the Management and FinancialAdvisory Services pursuant to the Master Services Agreement as set out in theCircular;(f) To approve the proposed annual caps in respect of the service fees payable by theShougang Group to the Group in relation to the Financial Technical Servicespursuant to the Master Services Agreements as set out in the Circular;

• ORDINARY RESOLUTION FOR[4] AGAINST[4]

• (g) To approve the proposed annual caps in respect of the service fees payable by the Shougang Group to the Group in relation to the Other Financial Services provided by the Group to the Shougang Group pursuant to the Master Services Agreement as set out in the Circular;

• (h) To approve the proposed annual caps in respect of the service fees payable by the Group to the Shougang Group in relation to the Other Financial Services provided by the Shougang Group to the Group pursuant to the Master Services Agreement as set out in the Circular; and

• (i) To authorised any one director of the Company, or any two directors of the Company if the affixation of the common seal is necessary, for and on behalf of the Company to execute all such other documents, instruments and agreements and to do all such acts or things deemed by him/her to be incidental to, ancillary to or in connection with the matters contemplated in the Master Services Agreement.

Signature[5] :

Date:

Notes:

1. Full name(s) and address(es) must be inserted in BLOCK CAPITALS. The names of all joint registered 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 registered in your name(s).

3. If any proxy other than the chairman of the Meeting is preferred, please strike out ‘‘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 INITIALED BY THE PERSON WHO SIGNS IT.

4. IMPORTANT: If you wish to vote for a resolution, please tick in the box marked ‘‘For’’. If you wish to vote against a resolution, please tick in the box marked ‘‘Against’’. If no direction is given, your proxy may vote or abstain as he/she thinks fit. 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 SGM Notice.

5. This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, either under its seal or under the hand of any officer or attorney duly authorised.

6. In order 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 with the Company’s branch share registrar and transfer office in Hong Kong, Tricor Tengis Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, not less than 48 hours before the time appointed for the holding of the Meeting, or any adjourned meeting thereof.

7. In the case of 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/she was solely entitled thereto; but if more than one of such holders be present at the Meeting, either personally or by proxy, that one of the said persons so present whose name stands first on the register of members of such Shares 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.

9. Completion and return of this form of proxy will not preclude you from attending and voting in person at the Meeting if you so wish. If you attend and vote at the Meeting, this form of proxy will be deemed to be revoked.

PERSONAL INFORMATION COLLECTION STATEMENT

Your supply of your and your proxy’s (or proxies’) name(s) and address(es) is on a voluntary basis for the purpose of processing your request for the appointment of a proxy (or proxies) and your voting instructions for the Meeting of the Company (the ‘‘Purposes’’). We may transfer your and your proxy’s (or proxies’) name(s) and address(es) to our agent, contractor, or third party service provider who provides administrative, computer and other services to us for use in connection with the Purposes and to such parties who are authorized by law to request the information or are otherwise relevant for the Purposes and need to receive the information. Your and your proxy’s (or proxies’) name(s) and address(es) will be retained for such period as may be necessary to fulfil the Purposes. Request for access to and/or correction of the relevant personal data can be made in accordance with the provisions of the Personal Data (Privacy) Ordinance and any such request should be in writing by mail to the Company/Tricor Tengis Limited at the above address.

• For identification purpose only