Zall Smart Commerce Group Ltd. — Proxy Solicitation & Information Statement 2022

Sep 5, 2022

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BISON FINANCE GROUP LIMITED

貝 森 金 融 集 團 有 限 公 司

(Incorporated in Bermuda with limited liability)

(Stock code: 888)

PROXY FORM

Proxy Form for the Special General Meeting of Bison Finance Group Limited to be held at 10th Floor, United Centre, 95 Queensway, Admiralty, Hong Kong on Monday, 26 September 2022 at 10:30 a.m.

I/We [(Note ][1)]

of

being the holder(s) of [(Note ][2)]

shares of HK$0.10 each of Bison Finance Group Limited (the ‘‘ Company’’ ) hereby appoint [(Note][3)] of

or failing him/her the Chairman of the meeting as my/our proxy to vote for me/us and on my/our behalf at the Special General Meeting of the Company (“ SGM ”) to be held at 10[th] Floor, United Centre, 95 Queensway, Admiralty, Hong Kong on Monday, 26 September 2022 at 10:30 a.m. and at any adjournment thereof in connection with the following resolution:

ORDINARY RESOLUTION 1. THAT the Company shall refrain from allotting or issuing additional Shares and/or Instruments (or entering into any agreement or option relating to such allotment or issuance) pursuant to or in connection with the General Mandate, until the conclusion of the next annual general meeting of the Company.

In this resolution, the following expressions shall have the following meaning: “ Shares ” mean shares in the capital of the Company. “ Instruments ” means, collectively: (a) any securities convertible into Shares; (b) options, warrants or similar rights to subscribe for any Shares or such convertible securities; and (c) any other instrument that, if issued, could result in an increase of Shares allotted and/or issued by the Company. “ General Mandate ” means the general mandate to the directors of the Company to issue shares and other equity securities, in accordance with the terms of ordinary resolution 4(A) as set out in the annual general meeting notice published by the Company on 13 May 2022.

	INSTRUCTION(Note 4)	INSTRUCTION(Note 4)
	FOR	AGAINST

As witness my/our hand(s) this day of

Member’s Signature [(Note][5)] :

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS .

2. Please insert the number of shares of HK$0.10 each in the Company registered in your name(s) to which this proxy form relates; 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. Insert in BLOCK CAPITALS the name(s) and address(es) of the proxy or proxies desired in the space provided. ANY ALTERATION TO THIS PROXY FORM MUST BE INITIALED BY THE PERSON WHO SIGNS IT. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE MEETING WILL ACT AS YOUR PROXY .

4. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, PLACE A ‘‘ ✓ ’’ IN THE BOX MARKED ‘‘FOR’’. IF YOU WISH TO VOTE AGAINST A RESOLUTION, PLACE A ‘‘ ✓ ’’ IN THE BOX MARKED ‘‘AGAINST’’ . If you wish to vote only part of the number of shares registered in your name(s) to which this proxy form relates, please state the exact number of shares in lieu of ‘‘ ✓ ’’ in the relevant box. Failure to complete any or all the boxes will entitle your proxy to cast his/her vote at his/her discretion.

5. To be valid, this proxy form, together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy thereof must be completed and deposited at the Company’s Hong Kong 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 holding the SGM. The proxy need not be a member of the Company but must attend the meeting in person to represent you. Completion and delivery of the proxy form will not preclude you from attending and voting at the SGM if you so wish.

6. In light of the epidemic situation of COVID-19, the Company wishes to encourage the members of the Company to exercise their right to vote at the SGM by appointing the chairman of the SGM as their proxy as an alternative to attend the SGM or any adjourned meeting in person.