Unity Group Holdings International Limited — Proxy Solicitation & Information Statement 2023

Jun 28, 2023

Unity Group Holdings International Limited ������������

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 1539)

Number of shares to which this form of proxy relates[(Note][1)]

FORM OF PROXY FOR THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON TUESDAY, 18 JULY 2023 (AND AT ANY ADJOURNMENT THEREOF)

I/We[(Note][2)]

of

being the registered holder(s) of[(Note][1)] shareshares of HK$0.01 each in the share capital 知行集團控股國際有限公司 (the ‘‘Company’’) hereby appoint the Chairman of the meeting[(Note][3)] or of

shareshares of HK$0.01 each in the share capital of Unity Group Holdings International Limited

as my/our proxy to attend, act and vote for me/us and on my/our behalf at the extraordinary general meeting (the ‘‘EGM’’) of the Company to be held at 2/F, J Plus, 35-45B Bonham Strand, Sheung Wan, Hong Kong on Tuesday, 18 July 2023 at 10:30 a.m. (and at any adjournment thereof).

held at 2/F, J Plus, 35-45B Bonham Strand, Sheung Wan, Hong Kong on Tuesday, 18 July 2023 at 10:30 a.m. (and at any adjournment thereof).	held at 2/F, J Plus, 35-45B Bonham Strand, Sheung Wan, Hong Kong on Tuesday, 18 July 2023 at 10:30 a.m. (and at any adjournment thereof).	held at 2/F, J Plus, 35-45B Bonham Strand, Sheung Wan, Hong Kong on Tuesday, 18 July 2023 at 10:30 a.m. (and at any adjournment thereof).	held at 2/F, J Plus, 35-45B Bonham Strand, Sheung Wan, Hong Kong on Tuesday, 18 July 2023 at 10:30 a.m. (and at any adjournment thereof).	held at 2/F, J Plus, 35-45B Bonham Strand, Sheung Wan, Hong Kong on Tuesday, 18 July 2023 at 10:30 a.m. (and at any adjournment thereof).
Please tick (‘‘✓’’) the appropriate boxes to indicate how you wish your vote(s) to be cast (Note 4).
	ORDINARY RESOLUTION		FOR(Note 4)	AGAINST(Note 4)
1.		(a) To approve, confirm and ratify the convertible bond subscription agreement dated 9 June 2023 (the ‘‘Convertible Bond Subscription Agreement’’) entered into between the Company and Asia Jit Capital Investment L.L.C. (the ‘‘Subscriber’’) relating to the subscription by the Subscriber of the convertible bond (the ‘‘Convertible Bond’’) in an aggregate principal amount of US$15,000,000 to be issued by the Company upon and subject to the terms and conditions as set out therein and the transactions contemplated thereunder;
		(b) To approve the issue of Convertible Bond by the Company in accordance with the terms and conditions of the Convertible Bond;
		(c) To approve the allotment and issue of new ordinary shares of HK$0.01 each in the share capital of the Company (the ‘‘Conversion Shares’’) which may fall to be allotted and issued upon the exercise of the conversion right attaching to the Convertible Bond in accordance with the terms and conditions of the Convertible Bond;
		(d) To approve, conditional upon, among others, the listing committee of The Stock Exchange of Hong Kong Limited granting the listing of, and permission to deal in, the Conversion Shares, the grant of a specific mandate to the directors of the Company (the ‘‘Directors’’) to exercise the powers of the Company for the issue of Convertible Bond and the allotment and issue of the Conversion Shares in accordance with the terms and conditions of the Convertible Bond; and
		(e) To authorise any one Director to do all such things and acts for the proposes of or in connection with the implementation of the Convertible Bond Subscription Agreement and the transactions contemplated thereunder.
Date:	2023 Signature(s) (Note 6)

Notes:

1. Please insert the number of shares to which this form of 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).

2.3. FullIf anyname(s)proxy otherand address(es)than the Chairmanto be insertedof theinmeetingBLOCKis preferred,CAPITALSplease. strike out the words the ‘‘Chairman of the meeting’’ and insert the name and address of the proxy desired in the space provided. Any shareholder of the Company entitled to attend and vote at the EGM is entitled to appoint another person as his/her proxy to attend and vote on his/her behalf. A shareholder who is the holder of two or more shares may appoint more than one proxy to represent him/her and vote on his/her behalf at the EGM. A proxy need not be

1. aIMPORTANT:RESOLUTION,shareholder of theIFPLEASEYOUCompany.WISHTICK(If more‘‘TO✓’’)VOTEthanTHEoneBOXFORproxyMARKEDAisRESOLUTION,so appointed,‘‘AGAINSTthePLEASEappointment’’. If no directionTICK(shall‘‘✓specifyis’’)given,THEtheyourBOXnumberproxyMARKEDandwillclassvoteof‘‘FORorsharesabstain’’. ofIF whichatYOUhis discretion.eachWISHsuchTOproxyYourVOTEproxyis soAGAINSTappointed.will also beA entitled to vote at his discretion on any resolution properly put to the EGM other than those referred to in the notice convening the EGM.

2. The full text of the resolution is set out in the notice of the EGM. 6. This form of proxy must be signed by you or your attorney duly authorised in writing. In case of a corporation, the same must be either under its common seal or under the hand of an officer or attorney so authorised. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

3. In case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of votes of the other joint holder(s) and for this purpose seniority will be determined by the order in which the names stand in the Register of Members of the Company.

4. depositedIn order toatbethevalid,Companythis ’forms branchof proxy,share registrartogether inwithHongthe Kong,power Tricorof attorneyInvestoror otherServicesauthorityLimited(ifatany)17/F,underFar EastwhichFinanceit is signedCentre,or16a notariallyHarcourt Road,certifiedHongcopyKongthereof,no latermustthanbe 10:30 a.m. (Hong Kong time) on Sunday, 16 July 2023 (or if the EGM is adjourned, not less than 48 hours before the time appointed for the holding of the adjourned EGM) (as the case may be).

5. Completion and delivery of the form of proxy will not preclude you from attending and voting at the EGM if you so wish.

PERSONAL INFORMATION COLLECTION STATEMENT

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