Bairong Inc. — Proxy Solicitation & Information Statement 2022

May 6, 2022

Bairong Inc. 百融雲創

(A company controlled through weighted voting rights and incorporated in the Cayman Islands with limited liability)

(Stock Code: 6608)

FORM OF PROXY FOR USE AT THE ANNUAL GENERAL MEETING

Number of shares to which this form of	Number of shares to which this form of	Class A Shares
proxy relates (Note 1)		Class B Shares

I/We, (Note 2)

of

being the registered holder(s) of shares (Note 1) in the issued share capital of Bairong Inc. (the “ Company ”), HEREBY APPOINT THE CHAIRMAN OF THE MEETING (Note 4) or

of

as my/our proxy to attend the annual general meeting (and any adjourned meeting) of the Company (the “ Annual General Meeting ”) to be held at Floor 2, Hyatt Regency Beijing Wangjing, Lei Shing Hong Center, 8 Guangshun South Street, Chaoyang District, Beijing, China on Tuesday, May 31, 2022 at 2:00 p.m. for the purposes of considering and, if thought fit, passing the resolutions as set out in the notice convening the said meeting and at such meeting (and at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of the resolutions as indicated below.

	ORDINARY RESOLUTIONS#		FOR(Notes 5 & 6)	AGAINST(Notes 5 & 6)
1.	To receive and adopt the audited consolidated financial statements of the Company and the reports of
	the directors of the Company (the “Directors”) and independent auditor of the Company (the “Auditor”)
	for the year ended December 31, 2021.
2.	To re-elect Ms. Zhao Jing as an executive Director.
3.	To re-elect Mr. Ren Xuefueng as a non-executive Director.
4.	To re-elect Professor Chen Zhiwu as an independent non-executive Director.
5.	To re-elect Mr. Zhou Hao as an independent non-executive Director.
6.	To re-elect Professor Guo Yike as an independent non-executive Director.
7.	To re-elect Dr. Li Yao as an independent non-executive Director.
8.	To authorise the board of Directors (the “Board”) to fix the remuneration of the Directors.
9.	To re-appoint KPMG as Auditor and to authorise the Board to fix their remuneration	for the year ending
	December 31, 2022.
10.	To give a general mandate to the Directors to repurchase the Company’s shares not exceeding 10% of
	the total number of issued shares of the Company as at the date of passing this resolution (the “Share
	Repurchase Mandate”).
11.	To give a general mandate to the Directors to issue, allot and deal with new class B ordinary shares of
	the Company not exceeding 20% of the total number of issued shares of the Company as at the date of
	passing this resolution (the “Share Issue Mandate”).
12.	Conditional upon the passing of resolutions nos. 10 and 11, to extend the Share Issue Mandate granted
	to the Directors to issue, allot and deal with additional shares in the capital of the Company by the total
	number of shares repurchased by the Company under the Share Repurchase Mandate.
13.	The grant of 1,746,000 share options to Mr. Zhang Shaofeng, an executive Director, the chairman of the
	Board and a substantial shareholder of the Company, at an exercise price of HK$9.602 per Share under
	the 2021 ESOP.
#	The full text of the resolutions is set out in the notice of the Annual General Meeting.
Dated	thisday of, 2022Signature (Note 7):

Notes:

1. Please state the number of relevant class(es) of shares of the Company registered in your name(s) in the box on the top right hand corner. 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).

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

3. Any member of the Company entitled to attend and vote at the meeting is entitled to appoint another person as his/her/its proxy to attend and vote instead of him/her/it. The proxy need not be a member of the Company but must attend the meeting in person to represent the member.

4. If any proxy other than the Chairman is preferred, strike out the words “ THE CHAIRMAN OF THE MEETING ” here inserted and insert the name and address of the proxy desired in the space provided. A member of the Company who is the holder of two or more shares may appoint any number of proxies to attend and vote on his/her/its behalf at the meeting provided that if more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE MEETING WILL ACT AS YOUR PROXY. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

5. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTIONS, TICK THE APPROPRIATE BOXES MARKED “FOR”. IF YOU WISH TO VOTE AGAINST ANY RESOLUTIONS, TICK THE APPROPRIATE BOXES MARKED “AGAINST”. Failure to complete any or all the boxes will entitle your proxy to cast his/her votes 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.

6. All resolutions will be put to vote by way of poll at the meeting. A person entitled to more than one vote on a poll need not use all his/her votes or cast all the votes he/she uses in the same way and in such cases, please state the relevant number of shares in the appropriate box(es) above. In the case of joint holders, the signature of any one holder will be sufficient but the names of all the joint holders should be stated.

7. This form of proxy must be signed by you or your attorney duly authorized in writing or, in the case of a corporation, must be either executed under its common seal or under the hand of an officer or attorney or other person duly authorized.

8. To be valid, this form of proxy together with the power of attorney (if any) or other authority (if any) under which it is signed or a notarially certified copy thereof, must be deposited at 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 48 hours before the time appointed for holding the meeting or the adjourned meeting thereof.

9. In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of votes of the other joint holder(s) and for this purpose seniority will be determined by the order in which the names of the joint holders stand in the register of members of the Company in respect of the joint holding.

10. Completion and delivery of the form of proxy will not preclude you from attending and voting at the meeting and, in such event, the form of proxy shall be deemed to be revoked.