CALB Group Co., Ltd. — Proxy Solicitation & Information Statement 2024

Dec 6, 2024

CALB

CALB Group Co., Ltd.

中創新航科技集團股份有限公司

(A joint stock limited company incorporated in the People's Republic of China with limited liability)

(Stock Code: 3931)

PROXY FORM FOR 2024 SECOND EXTRAORDINARY GENERAL MEETING AND ADJOURNED MEETING(S) THEREOF

I/We (Note 1)

of (Note 2)

being the shareholder(s) of CALB Group Co., Ltd. (the "Company") holding H Shares (Note 3) in the Company, hereby appoint (Note 4) the chairman of the meeting or

of

as my/our proxy to attend on my/our behalf at the 2024 second extraordinary general meeting (the "EGM") to be held at Conference Room VIP1, CALB Group Co., Ltd., No. 1, Jiangdong Avenue, Jintan District, Changzhou, the People's Republic of China at 2:00 p.m. on Tuesday, December 31, 2024 or any adjourned meeting(s) thereof and vote as indicated below in respect of the resolutions set out in the notice of EGM dated December 9, 2024. If no indication is given, my/our proxy will be entitled to vote or abstain as he/she thinks fit.

ORDINARY RESOLUTIONS (Note 5)		For (Note 6)	Against (Note 6)	Abstain (Note 6)
1.	To consider and approve the resolution on the election of directors (excluding independent non-executive directors) to the second session of the Board of the Company, including:
	1.1 To elect Ms. Liu Jingyu as an executive Director of the second session of the Board;
	1.2 To elect Mr. Dai Ying as an executive Director of the second session of the Board;
	1.3 To elect Ms. Hu Jing as a non-executive Director of the second session of the Board;
	1.4 To elect Mr. Li Jiancun as a non-executive Director of the second session of the Board; and
	1.5 To elect Ms. Xie Jieping as a non-executive Director of the second session of the Board.
2.	To consider and approve the resolution on the election of independent non-executive Directors to the second session of the Board of the Company, including:
	2.1 To elect Mr. Wu Guangquan as an independent non-executive Director of the second session of the Board;
	2.2 To elect Mr. Wang Susheng as an independent non-executive Director of the second session of the Board; and
	2.3 To elect Mr. Chen Zetong as an independent non-executive Director of the second session of the Board.
3.	To consider and approve the resolution on the election of non-employee representative Supervisors to the second session of the Supervisory Committee of the Company, including:
	3.1 To elect Mr. Li Hui as a non-employee representative Supervisor to the second session of the Supervisory Committee; and
	3.2 To elect Ms. Cheng Yan as a non-employee representative Supervisor to the second session of the Supervisory Committee.
4.	To consider and approve the resolution on the remuneration of Directors of the second session of the Board of the Company
5.	To consider and approve the resolution on the remuneration of Supervisors of the second session of the Supervisory Committee of the Company
6.	To consider and approve the resolution on the 2025 Entrusted Processing Framework Agreement, including:
	6.1 the 2025 Entrusted Processing Framework Agreement, the transactions contemplated thereunder and the proposed annual cap for the year ending December 31, 2025; and
6.2	the authorization of the Board or its authorized person to make adjustments, amendments, sign the connected transaction agreement considered and approved at the EGM and to complete other requisite procedures and processes pursuant to the relevant requirements as it/he/she considers appropriate in its/his/her discretion, according to provisions in domestic and foreign laws and regulations, requirements and advices from the relevant domestic and foreign governmental authorities and regulatory institutions (including but not limited to the Stock Exchange) and the Company's actual listing situation on the Stock Exchange.
7.	To consider and approve the resolution on the utilization of remaining net proceeds from issuance of H Shares for replenishment of working capital
8.	To consider and approve the resolution on application for registration and issuance of debt financing instruments

Date: 2024

Signature (Note 7):

Notes:

1. Please insert your full name(s) (Chinese and English) as shown in the register of members of the Company in BLOCK CAPITALS.
2. Please insert address(es) as shown in the register of members of the Company in BLOCK CAPITALS.
3. Please insert the number of shares of the Company registered in your name(s) and to which this proxy form relates. If no number is inserted, the proxy form will be deemed to be related to all shares of the Company registered in your name(s).
4. The proxy other than the chairman of the meeting of the Company is preferred, please cross out the words "the chairman of the meeting is" and insert the full name(s) and address(es) of the proxy(ies) desired in the space provided. Any shareholder entitled to attend and vote is entitled to appoint one or more persons (whether such person is a shareholder of the Company or not) as his/her proxy(ies) to attend and vote on his/her behalf. In the case of joint shareholders, any shareholder may sign the proxy form(s). If more than one of the joint shareholders attend the meeting in person or by proxy, the vote of the senior joint shareholder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint shareholder(s) and for this purpose seniority will be determined by the order in which the names stand in the register of members of the Company in respect of the joint shareholding.

5. An ordinary resolution shall be approved by votes representing at least more than half of the voting rights held by the shareholders (including proxies thereof) attending the EGM.

6. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, PLEASE TICK THE APPROPRIATE BOX MARKED "FOR". IF YOU WISH TO VOTE AGAINST A RESOLUTION, TICK THE BOX MARKED "AGAINST". IF YOU WISH TO VOTE ABSTAINED THE RESOLUTION, TICK THE BOX MARKED "ABSTAIN". The votes abstained or invalid proxy form will not be counted towards the total vote count. If no indication is given, the proxy will be entitled to vote or abstain as he/she thinks fit. Any alteration of this proxy form must be initialed by the person who sign this proxy form.

7. The appointment of a proxy by shareholder(s) must be in writing by using the proxy form of the Company. This form of proxy must be signed under the hand of the appointer or his/her attorney duly authorized in writing. For a corporate appointee, the proxy form must be affixed with the common seal or signed by its director or attorney duly authorized in writing. Where an instrument appointing a proxy is signed on behalf of the appointee by an attorney, the power of attorney affixing that attorney to sign, or other documents of authorization, must be unsecured.

8. For H shareholder(s), this proxy form shall only be valid if it is returned to the Company's H share registrar, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Barcourt Road, Hong Kong not less than 24 hours before the time for holding the EGM in person or by mail. If no indication is given, the proxy will be entitled to vote or abstain as he/she thinks fit. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the EGM other than those referred to in the notice of EGM. Completion and delivery of this proxy form will not preclude you from attending and voting in person at the EGM if you so wish.
9. An individual shareholder attending the EGM in person shall present his/her identification card or other document or certification of identification. A proxy attending the EGM on behalf of a shareholder shall present his/her identification card and the letter of attorney signed by the appointee or his/her legal representative with the issue date. A corporate shareholder shall attend the EGM by its legal representative or his/her nominee. A legal representative attending the EGM shall present his/her identification card and document which can certify his/her capacity as a legal representative. A nominee attending the EGM shall present his/her identification card and the letter of attorney signed by the legal representative.