CaoCao Inc. — Proxy Solicitation & Information Statement 2026

May 13, 2026

C曹操出行

CaoCao Inc.

曹操出行有限公司

(A company incorporated in the Cayman Islands with limited liability)

(Stock Code: 02643)

FORM OF PROXY FOR USE AT THE ANNUAL GENERAL MEETING

TO BE HELD ON MONDAY, JUNE 8, 2026 OR ANY ADJOURNMENT THEREOF

Number of shares to which this form of proxy relates (Note 1)

I/Wo (Note 2)

of

being the registered holder(s) of shares (Note 1) in the issued share capital of CaoCao Inc. (the "Company"). HEREBY APPOINT THE CHAIRMAN

OF THE MEETING (Note 3) or

of

as my/our proxy to attend the annual general meeting (and any adjourned meeting) of the Company (the "AGM" or "meeting") to be held at 4/F, Geely Technology Plaza, No. 868 Dongguan Road, Binjiang District, Hangzhou, Zhejiang Province, China on Monday, June 8, 2026 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 4 and 5)	Against (Notes 4 and 5)
1.	To receive the audited consolidated financial statements of the Company and the reports of the directors of the Company (the "Director(s)") and the auditor of the Company for the year ended December 31, 2025.
2.	To re-elect Mr. Xin Gong as an executive Director.
3.	To re-elect Mr. Jinliang Liu as a non-executive Director.
4.	To re-elect Mr. Yang Li as a non-executive Director.
5.	To authorize the Board to fix the respective Directors' remuneration.
6.	To re-appoint PricewaterhouseCoopers as auditor of the Company to hold office until the conclusion of the next annual general meeting of the Company and to authorize the Board to fix their remuneration for the year ending December 31, 2026.
7.	To grant a general mandate to the Directors to repurchase the Company's shares (the "Shares") not exceeding 10% of the total number of issued Shares (excluding treasury shares) as at the date of passing this resolution (the "Share Repurchase Mandate").
8.	To grant a general mandate to the Directors to allot, issue and deal with new Shares (including any sale or transfer of treasury shares) not exceeding 20% of the total number of issued Shares (excluding treasury shares) as at the date of passing this resolution (the "Share Issue Mandate").
9.	Conditional upon the passing of resolutions nos. 7 and 8, to extend the Share Issue Mandate granted to the Directors to allot, issue 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.

The full text of the resolutions is set out in the notice of the AGM.

Date: _________

Signature(s) (Note 6): _________

Notes:

1. Please state the number 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). If more than one proxy is appointed, the number of shares in respect of which each such proxy so appointed must be specified.

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

3. 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. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE MEETING WILL ACT AS YOUR PROXY. 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. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALED BY THE PERSON WHO SIGNS IT.

4. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTIONS, TICK THE APPROPRIATE BOXES UNDERNEATH THE COLUMN MARKED "FOR". IF YOU WISH TO VOTE AGAINST ANY RESOLUTIONS, TICK THE APPROPRIATE BOXES UNDERNEATH THE COLUMN 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.

5. 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.

6. 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.

7. 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 Company's Hong Kong share registrar, Comprehensive Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong not later than 2:00 p.m. on Thursday, June 4, 2026 or 48 hours before the time appointed for holding the adjourned meeting thereof (except for statutory public holidays in Hong Kong).

8. 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/she/it were solely entitled thereto, but if more than one of such joint holders be present at the meeting, the vote of the senior holder 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.

9. 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.

10. References to time and dates in this form of proxy are to Hong Kong time and dates.

PERSONAL INFORMATION COLLECTION STATEMENT

(i) "Personal Data" in this statement has the same meaning as "personal data" in the personal Data (Privacy) Ordinance, Chapter 486 of the Laws of Hong Kong ("PDPO").

(ii) Your and your proxy's Personal Data are supplied to the Company on a voluntary basis and will be used in connection with processing your request for the appointment of a proxy to attend, act and vote on your behalf as directed above at the meeting. If you fail to provide sufficient information, the Company may not be able to process your appointment of proxy and other instructions.

(iii) Your/your proxy's Personal Data may be disclosed or transferred by the Company to its subsidiaries, its share registrar, and/or other companies or bodies for any of the stated purposes, and retained for such period as may be necessary for our verification and record purposes.

(iv) By providing your proxy's Personal Data in this form, you acknowledged that you have: (1) informed your proxy of the purpose for and manner in which his/her Personal Data may be used; and (2) obtained your proxy's express consent to use his/her Personal Data for such purpose and in such manner.

(v) Your/your proxy have/has the right to request access to and/or correction of your/your proxy's Personal Data in accordance with the provisions of the PDPO. Any such request for access to and/or correction of your/your proxy's Personal Data should be in writing to the Personal Data Privacy Officer of Comprehensive Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong or by email to PrivacyOfficer@computershare.com.hk.