Z Fin Limited — Proxy Solicitation & Information Statement 2026

Apr 30, 2026

Z FIN LIMITED

(Incorporated in Bermuda with limited liability)

Stock Code: 1168

Proxy form for use at an annual general meeting to be held at R3, United Conference Centre, 10/F., United Centre, 95 Queensway, Admiralty, Hong Kong on Monday, 8 June 2026 at 11:00 a.m. (or any adjournment thereof)

I/We¹

of

being the registered holder(s) of²

shares of HK$0.2 each in the capital of

Z FIN LIMITED (the "Company") HEREBY APPOINT³

of

or failing him/her, the CHAIRMAN OF THE MEETING as my/our proxy to attend and vote for me/us at the annual general meeting of the Company to be held at R3, United Conference Centre, 10/F., United Centre, 95 Queensway, Admiralty, Hong Kong on Monday, 8 June 2026 at 11:00 a.m. (or any adjournment thereof) (the "Meeting"), for the purpose of considering and, if thought fit, passing, with or without modifications, the ordinary resolutions as set out in the notice convening the Meeting⁴.

As Ordinary Resolutions¹⁰		For⁴	Against⁴
1.	To receive and consider the audited consolidated financial statements and the reports of the directors and independent auditors of the Company for the year ended 31 December 2025.
2.	(a) To re-elect Mr. Cheung Adrian Jeremy Ka Hing as independent non-executive director of the Company.
	(b) To re-elect Ms. Xu Xiujuan as non-executive director of the Company.
	(c) To re-elect Mr. Ou Jin Yao Norris as non-executive director of the Company.
	(d) To re-elect Mr. Xin Luo Lin as independent non-executive director of the Company.
	(e) To authorise the board of directors of the Company to fix the remuneration of the directors of the Company for the year ending 31 December 2026.
3.	To appoint Deloitte Touche Tohmatsu as the auditor of the Company to fill vacancy following the retirement of PricewaterhouseCooper and to authorise the board of directors of the Company to fix the remuneration of auditor (Ordinary Resolution No. 3 of the notice convening the Meeting).
4.	(A) To grant a general mandate to the directors of the Company to repurchase shares of the Company (Ordinary Resolution No. 4(A) of the notice convening the Meeting).
	(B) To grant a general mandate to the directors of the Company to issue shares of the Company (including any sale and transfer of treasury shares) (Ordinary Resolution No. 4(B) of the notice convening the Meeting).
	(C) To extend the general mandate to issue shares granted to the directors of the Company to cover shares repurchased by the Company (Ordinary Resolution No. 4(C) of the notice convening the Meeting).
	(D) To adopt the 2026 Share Option Scheme as defined in the notice convening the Meeting and termination of the share option scheme adopted on 31 May 2022 (Ordinary Resolution No. 4(D) of the notice convening the Meeting).
	(E) To approve and adopt the Category B Participant Limit (as defined in the 2026 Share Option Scheme) (Ordinary Resolution No. 4(E) of the notice convening the Meeting).

Dated __ day of __ 2026

Shareholder's signature⁵:

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS.
2. Please insert the number of shares registered in your name(s). If no number is inserted, this proxy form will be deemed to relate to all the shares in the capital of the Company registered in your name(s).
3. Please insert the name and address of the proxy desired. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE MEETING WILL ACT AS YOUR PROXY. The proxy need not be a member of the Company, but must attend the Meeting in person to represent you.
4. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, PLEASE PLACE A "✓" IN THE RELEVANT BOX MARKED "FOR". IF YOU WISH TO VOTE AGAINST A RESOLUTION, PLEASE PLACE A "✓" IN THE RELEVANT BOX MARKED "AGAINST". Failure to complete the boxes will entitle your proxy to cast his/her vote at his/her discretion. 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 notice convening the Meeting.
5. This proxy form must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, either under seal or under the hand of an officer or attorney or other person authorised to sign the same.
6. Where there are joint holders of any share, any one of such persons may vote at the Meeting, either personally or by proxy, in respect of each share as if he/she were 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.
7. To be valid, this proxy form together with the power of attorney or other authority (if any) under which it is signed, or a certified copy of such power or authority, must be lodged with the Company's branch share registrar in Hong Kong, 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 holding the Meeting or the adjournment thereof. Completion and return of the proxy form will not preclude you from attending the Meeting and voting in person should you so wish.
8. Any alteration made to this proxy form must be initialed by the person who signs it.
9. Any member of the Company entitled to attend, speak and vote at the Meeting shall be entitled to appoint another person as his/her proxy to attend, speak and vote instead of him/her.
10. The description of the ordinary resolutions herein is by way of summary only. The full text of the ordinary resolutions appears in the notice convening the Meeting.
11. Notice convening the Meeting is contained in the circular issued by the Company dated 30 April 2026 which is sent to the shareholders of the Company together with this proxy form.

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 proxy form.
(iii) Your Personal Data may be disclosed or transferred by the Company to its subsidiaries, the principal share registrar, the branch share registrar in Hong Kong, 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 branch share registrar in Hong Kong (address as stated in note 7 above).