Zibuyu Group Limited — Proxy Solicitation & Information Statement 2025

Apr 9, 2025

ZIBUYU

Zibuyu Group Limited

子不语集团有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2420)

FORM OF PROXY FOR THE ANNUAL GENERAL MEETING

TO BE HELD ON TUESDAY, 6 MAY 2025

(OR AT ANY ADJOURNMENT THEREOF)

I/We (note 1), of

being the registered holder(s) of (note 2), ordinary share(s) of US$0.00005 each in the capital of Zibuyu Group Limited (the "Company") hereby appoint the chairman of the annual general meeting of the Company (the "AGM"), or (note 3), of

my/our proxy to attend and vote for me/us and on my/our behalf at the AGM to be held at Room 410, No. 106, Xincheng Road, Nanyuan Street, Linping District, Hangzhou, Zhejiang Province, the PRC on Tuesday, 6 May 2025 at 4:00 p.m. and at any adjournment thereof, for the purpose of considering and, if thought fit, passing the ordinary resolutions as set out in the notice convening the AGM as indicated below or if no such indication is given, as my/our proxy thinks fit and in respect of any other business that may properly come before the AGM and/or at any adjournment thereof:

ORDINARY RESOLUTIONS (note 4)		FOR (note 5)	AGAINST (note 5)
1.	To receive, consider and adopt the audited financial statements of the Company and its subsidiaries and the reports of the directors of the Company (the "Director(s)") and the auditors of the Company for the year ended 31 December 2024.
2.	To consider and approve, each as a separate resolution, if thought fit, the following resolutions:
	(a) To re-elect Mr. Chen Caixiong as an executive Director;
	(b) To re-elect Mr. Yu Kefei as an independent non-executive Director;
	(c) To re-elect Mr. Shen Tianfeng as an independent non-executive Director;
	(d) To re-elect Dr. Lau Kin Shing Charles as an independent non-executive Director; and
	(e) To re-elect Ms. Luo Yan as an independent non-executive Director.
3.	To authorise the board of Directors to fix the remuneration of the Directors.
4.	To re-appoint PricewaterhouseCoopers as auditors of the Company and to authorise the board of Directors to fix their remuneration.
5.	To grant a general mandate to the Directors to allot, issue and deal with additional shares (including any sale or transfer of treasury shares out of treasury) not exceeding 20% of the issued share capital of the Company (excluding treasury shares, if any).
6.	To grant a general mandate to the Directors to repurchase shares not exceeding 10% of the issued share capital of the Company (excluding treasury shares, if any).
7.	To extend the general mandate granted to the Directors to allot, issue and deal with additional shares (including any sale or transfer of treasury shares out of treasury) in the share capital of the Company by an amount not exceeding the amount of the shares repurchased by the Company (excluding treasury shares, if any).
8.	To approve the declaration and payment of a final dividend of HK$0.12 per Share for the year ended 31 December 2024.

Dated this __ day of __ 2025

Signature (note 6):

Notes:

1. Full name(s) and address(es) must be inserted in BLOCK CAPITALS.
2. Please insert the number of shares registered in your name(s) to which the 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).
3. If any proxy other than the chairman is preferred, please strike out "the chairman of the annual general meeting of the Company, 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 INITIALLED BY THE PERSON(S) WHO SIGN(S) IT.
4. The description of these resolutions is by way of summary only. The full text appears in the notice convening the AGM.
5. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION(S), TICK THE BOX MARKED "FOR". IF YOU WISH TO VOTE AGAINST THE RESOLUTION(S), TICK THE BOX MARKED "AGAINST". Failure to tick either box will entitle your proxy to cast your vote or abstain at his discretion. Your proxy will also be entitled to vote or abstain at his discretion on any resolution properly put to the AGM and/or at any adjournment thereof other than those referred to in the notice convening the AGM.
6. This form of proxy shall be in writing under the hand of appointor or of his attorney duly authorised in writing or, if the appointor is a corporation, either under its seal or under the hand of an officer, attorney or other person authorised to sign the same. In the case of this form of proxy purporting to be signed on behalf of a corporation by an officer thereof it shall be assumed, unless the contrary appears, that such officer was duly authorised to sign this form on behalf of the corporation without further evidence of the fact.
7. Any member entitled to attend and vote at the AGM is entitled to appoint another person as his proxy to attend and vote instead of him. A member may appoint a proxy in respect of part only of his holding of shares in the Company. A proxy need not be a member of Company. For avoidance of doubt, the holder(s) of treasury shares, if any, shall abstain from voting on matters that require Shareholders' approval under the Listing Rules. The trustee holding involved Shares of the Share Award Scheme (Existing Shares), whether directly or indirectly, is required to abstain from voting on matters that require Shareholders' approval pursuant to Rule 17.05A of the Listing Rules. This form of proxy and (if required by the board of Directors) the power of attorney or other authority (if any) under which it is signed, or a certified copy of such power or authority, shall be delivered to the Hong Kong Share registrar of the Company, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong not less than forty-eight (48) hours before the time appointed for holding the meeting or adjourned meeting at which the person named in this form proposes to vote or, in the case of a poll taken subsequently to the date of the meeting or adjourned meeting, not less than forty-eight (48) hours before the time appointed for the taking of the poll and in default this form of proxy shall not be treated as valid.
8. Delivery of this form of proxy shall not preclude a member from attending and voting in person at the AGM convened and in such event, this form of proxy shall be deemed to be revoked.
9. Where there are joint holders of any share any one of such joint holders may vote, either in person or by proxy, in respect of such share as if he 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.
10. The notice of the AGM is set out in the Company's circular dated 10 April 2025.

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 AGM (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 authorised 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 fulfill 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 Date (Privacy) Ordinance and any such request should be in writing by mail to the Company/Computershare Hong Kong Investor Services Limited at the above address.