Softpower International : Form of Proxy for Special General Meeting to be held on 12 August 2020

(Incorporated in Bermuda with limited liability)

(Stock Code: 00380)

Form of Proxy for Special General Meeting (the "Meeting")

to be held on 12 August 2020

I/We1 of

being the registered holder(s) of

shares2 of HK$0.02

each in the share capital of SOFTPOWER INTERNATIONAL LIMITED (the "Company") HEREBY APPOINT3

of

or the Chairman of the Meeting to act as my/our proxy to attend and act for me/us on my/our behalf at the Meeting to be held at 12th Floor, Phase I, Austin Tower, 22-26A Austin Avenue, Tsim Sha Tsui, Kowloon, Hong Kong on Wednesday, 12 August 2020 at 10:30 a.m. and at any adjournment thereof and to vote for or against the resolutions as set out in the notice convening the Meeting as hereunder indicated, or if no such indication is given, as my/our proxy thinks fit.

ORDINARY RESOLUTION

For4

Against4

To approve the 2020 Supplemental Loan Agreement, New Interest Rate and the Annual Caps in respect of the continuing connected transaction and authorize the directors of the Company to do such acts or execute such other documents as they may consider necessary, desirable or expedient to carry out or give effect to the 2020 Supplemental Loan Agreement, New Interest Rate and the transaction contemplated thereunder. Further details of which are set out in the notice of special general meeting of the Company dated 28 July 2020.

Signature(s)5

Date

Notes:

1. Full name(s) and address(es) must be inserted in BLOCK CAPITALS. The names of all joint holders should be stated.
2. Please insert the number of shares registered in your name(s). 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 of the Meeting is preferred, strike out the words "or the Chairman of the Meeting" and insert the name and address of the proxy in the space provided. ANY ALTERATION MADE TO THIS FORM OF PROXY
   MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.
4. IMPORTANT: IF YOU WISH TO VOTE FOR ANY OF THE RESOLUTION, TICK IN THE RELEVANT BOX MARKED "FOR". IF YOU WISH TO VOTE AGAINST ANY OF THE RESOLUTION, TICK IN THE RELEVANT BOX MARKED "AGAINST". Failure to tick in the box will entitle your proxy to cast your vote at his/her discretion. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the said meeting, other than those referred to in the notice convening the Meeting.
5. 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 or under the hand of any officer or attorney duly authorised in writing.
6. Any shareholder entitled to attend and vote at the Meeting (or at any adjournment thereof) is entitled to appoint another person as his proxy to attend and vote instead of him. The proxy needs not be a member of the Company but must attend the Meeting in person to represent you. If a proxy is attending the Meeting on your behalf, such proxy shall produce his/her identity paper.
7. To be valid, the 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 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 the holding of the Meeting (or adjourned meeting or the taking of the poll, as the case may be).
8. Where there are joint registered holders of any share, any one of such persons may vote at the Meeting either personally or by proxy, in respect of such share but if more than one of such joint holders is present at the Meeting personally or by proxy 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 holder(s), and for this purpose seniority will be determined by the order in which the names stand in the register of members in respect of the joint holding.
9. Completion and delivery of the form of proxy will not preclude you from attending and voting at the Meeting should you wish. If you attend and vote at the Meeting, the authority of your proxy will be deemed to be revoked.
10. The full text of these resolutions appears in the notice of the Meeting.