YNBY International Limited — Proxy Solicitation & Information Statement 2025

Apr 17, 2025

雲白國際有限公司

YNBY International Limited

(Incorporated in Bermuda with limited liability)

(Stock Code: 00030)

Form of proxy for use at the Annual General Meeting of the Company (or at any adjournment thereof)

I/We

being the registered holder(s) of $^2$

shares of HK$0.01 each in the capital of YNBY International Limited (the "Company"), HEREBY APPOINT the Chairman of the Annual General Meeting or $^2$

of

to act as my/our proxy at the annual general meeting of the Company to be held at 32/F Cambridge House, Taikoo Place, 979 King's Road, Quarry Bay, Hong Kong on Friday, 16 May 2025 at 10:30 a.m. and at any adjournment thereof (the "Annual General Meeting") and on a poll to vote on my/our behalf in respect of resolutions proposed under the numbered items in the notice of Annual General Meeting as directed below:

Ordinary Resolutions		FOR 1	AGAINST 2
1.	To re-elect Mr. Wong Hin Wing as an independent non-executive Director with immediate effect upon passing of this resolution.
2.	To elect Mr. Liu Huaiyu as an executive Director with immediate effect upon passing of this resolution.
3.	To elect Mr. He Tao as a non-executive Director with immediate effect upon passing of this resolution.
4.	To authorise the board of Directors (the “Board”) to fix the remuneration of the Directors with immediate effect upon passing of this resolution.
5.	To re-appoint Zhonghui Anda CPA Limited as the auditor of the Company and authorise the Board to fix their remuneration.
6.	To receive and adopt the audited financial statements and the reports of Directors and auditors for the year ended 31 December 2024.
7.	To grant general mandate (the “Share Issue Mandate”) to the Directors to allot, issue or otherwise deal with the additional shares not exceeding 20% of the total number of shares of the Company.
8.	To grant a general mandate (the “Buy-back Mandate”) to the Directors to buy-back shares on market not exceeding 10% of the total number of shares of the Company.
9.	Conditional upon the passing of resolutions 7 and 8 above, to extend the Share Issue Mandate by adding to it the number of shares bought-back by the Company under the Buy-back Mandate, provided that such number of shares shall not exceed 10% of the total number of shares in issue as at the date of passing of this resolution.

Dated

Signature 3

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS.
2. Please insert the number of shares of HK$0.01 each 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 Company registered in your name(s).
3. If any proxy other than the Chairman of the Annual General Meeting is preferred, strike out the words "the Chairman of the Annual General Meeting or" and insert the name and address of the proxy desired in the space provided. Your proxy need not be a member of the Company, but must attend the Annual General Meeting in person to represent you. 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 OF THE MATTERS, TICK IN THE BOX MARKED "FOR". IF YOU WISH TO VOTE "AGAINST" ANY OF THE MATTERS, TICK IN THE BOX MARKED "AGAINST". Failure to tick either box will entitle your proxy to cast your 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. This form of proxy must be in writing under your hand or of your attorney duly authorised in writing or, in case of a corporation either under its common seal or under the hand of an officer or attorney as authorised.
6. In the 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 the 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.
7. To be valid, this form of proxy and the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power or authority shall be deposited at the Company's branch share registrar (the "Branch Share Registrar"), Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for the holding of the meeting (i.e. not later than Wednesday, 14 May 2025 at 10:30 a.m. (Hong Kong time)) or any adjourned meeting.
8. Completion and delivery of the form of proxy will not preclude you from attending and voting at the Annual General Meeting if you so wish.

PERSONAL INFORMATION COLLECTION STATEMENT

"Personal Data" in this statement has the same meaning as "personal data" defined in the Personal Data (Privacy) Ordinance, Chapter 486 of the Laws of Hong Kong ("PDPO"), which include your and your proxy's name and address. Your supply of the Personal Data is on a voluntary basis and for the purpose of processing your instructions as stated in this form of proxy (the "Purposes"). If you fail to supply sufficient information, the Company may not be able to process your instructions. The Company may disclose or transfer the Personal Data to its subsidiaries, the Branch Share Registrar and/or third party service provider who provides administrative, computer and other services to the Company for use in connection with the Purposes and to such parties who are authorised by law to request the information or are otherwise relevant for the Purposes and need to receive the information. The Personal Data will be retained for such period as may be necessary to fulfil the Purposes (including for verification and record purposes). Request for access to and/or correction of the Personal Data can be made in accordance with the provisions of the PDPO and any such request should be in writing and sent to the Privacy Compliance Officer of the Branch Share Registrar at the above address.