ZO Future Group — Proxy Solicitation & Information Statement 2024

Feb 29, 2024

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ZO FUTURE GROUP 大 象 未 來 集 團

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2309)

FORM OF PROXY

Form of proxy for use by shareholders at the extraordinary general meeting of ZO Future Group (the “Company”) (or at any adjournment thereof) to be held on Wednesday, 20 March 2024 (the “EGM”)

I/We [(note 1)] of being the registered holder(s) of share(s) [(note 2)] (the “Share(s)”) of HK$0.25 each in the capital of the Company, HEREBY APPOINT THE CHAIRPERSON OF THE EGM , or [(note 3)] of and email address [(note 10)] as my/our proxy to vote and act for me/us and on my/our behalf at the EGM (or at any adjournment thereof) to be held by way of electronic means on Wednesday, 20 March 2024 at 4:00 p.m. for the purpose of considering and, if thought fit, passing the resolutions set out in the notice convening the EGM (the “Notice”) and at such EGM (or at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of the resolutions as indicated below. Unless otherwise indicated, capitalised terms used in this form of proxy shall have same meanings as those defined in the Notice.

• ORDINARY RESOLUTIONS [(note 9)] FOR [ (note 4)] AGAINST [ (note 4)]

• 1. To confirm, approve and ratify the First Subscription Agreement and the transactions contemplated thereunder including the grant of the First Specific Mandate for the allotment and issue of the 21,848,739 Shares at HK$2.142 per Share.
• 1. To confirm, approve and ratify the Second Subscription Agreement and the transactions contemplated thereunder including the grant of the Second Specific Mandate for the allotment and issue of the 21,848,739 Shares at HK$2.142 per Share.

• Dated this day of 2024 Signature(s) [(note 5)] Notes: 1. Full name(s), address(es) and/or (if login details for accessing the e-meeting system is required to be sent to the proxy) email address to be inserted in BLOCK CAPITALS . The names of all joint registered holders should be stated.

• 1. 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 registered in your name(s).
• 1. If any proxy other than the chairperson of the EGM is preferred, please strike out “ THE CHAIRPERSON OF THE EGM , or” and insert the name, address and email address of the proxy desired in the space provided.
• 1. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION(S), TICK THE APPROPRIATE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST THE RESOLUTION(S), TICK THE APPROPRIATE BOX MARKED “AGAINST” . Failure to complete any or all 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 resolutions properly put to the EGM other than those referred to in the Notice.
• 1. This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must be either under its common seal (if any) or under the hand of an officer or attorney duly authorised.
• 1. To be valid, this form of proxy, together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy thereof, must be lodged at the Company’s branch share registrar and transfer office in Hong Kong, Tricor Tengis Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong or via the designated website (https://spot-emeeting.tricor.hk) by using the username and password provided on the notification letter sent by the Company not less than 48 hours before the time appointed for holding the EGM (or at any adjournment thereof).
• 1. A proxy need not be a member of the Company but must attend the EGM to represent you. 8. Completion and return of this form of proxy will not preclude you from attending and voting at the EGM (or at any adjournment thereof) should you so wish, and in such event, this form of proxy shall be deemed to be revoked.
• 1. The full text of the resolutions appears in the Notice. 10. Registered shareholders of the Company are requested to provide a valid email address of his or her proxy (except appointment of “The Chairperson of the EGM”) for the proxy to receive the login and access code to participate online to the e-Meeting System.
• 1. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

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 EGM (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 which provides administrative, computer and other services to us for use in connection with the Purposes and to such parties which 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 fulfil the Purposes. You/your proxy (or proxies) has/have the right to request access to and/or correction of the relevant personal data in accordance with the provisions of the Personal Data (Privacy) Ordinance and any such request should be in writing by mail to Tricor Tengis Limited at the above address.