Capinfo Company Limited — Proxy Solicitation & Information Statement 2024

Aug 22, 2024

CAPINFO COMPANY LIMITED[*]

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

(Stock Code: 1075)

PROXY FORM

Extraordinary General Meeting (the “Meeting”) – 12 September 2024

I/We

(Note 1)

of

being the registered holders of

domestic/H

share(s) [(Note][2)] of RMB1.00 each in the capital of Capinfo Company Limited (the “ Company* ”), HEREBY APPOINT the Chairman of the Meeting or [(Note][3)] of or failing him of

as my/our proxy/proxies to attend, act and vote for me/us and on my/our behalf at the Meeting of the Company to be held at Conference Room, 5th Floor, Longfu Mansion, No. 95 Longfusi Road, Dongcheng District, Beijing, the People’s Republic of China on Thursday, 12 September 2024 at 10:30 a.m. and at any adjournment thereof for the purposes of considering and, if thought fit, to vote on my/our behalf and in my/our name(s) in respect of the resolutions set out in the notice of the Meeting as set out below:

• ORDINARY RESOLUTIONS [(Note][5)] FOR [(Note][4)] AGAINST [(Note][4)]

• 1. THAT (a) the Capinfo Cloud Framework Agreement dated 19 July 2024 and the transactions contemplated thereunder and in connection therewith and any other ancillary documents be and are hereby approved, confirmed and ratified; and (b) the management of the Company be and are hereby authorised for and on behalf of the Company to, amongst others, sign, execute and deliver or to authorise the signing, execution and delivery of all such documents and deeds, to do or authorise doing all such acts, matters and things as he/she may in his/her discretion consider necessary, expedient or desirable to give effect to and implement the Capinfo Cloud Framework Agreement and any ancillary documentation and transactions thereof.

• THAT (a) the revised annual caps for the BSAM Framework Agreement in the amounts of RMB95.0 million for service fees to be paid by BSAM Group to the Group and RMB45.0 million for service fees to be paid by the Group to BSAM Group for each of the years ending 31 December 2024 and 2025, respectively (the “ Revised Annual Caps ”), and the transactions contemplated thereunder be and are hereby approved; and (b) the management of the Company be and are hereby authorised for and on behalf of the Company to execute all such other documents, instruments and agreements and to take all steps necessary and expedient to implement and/or give effect to the and implement the Revised Annual Caps for the BSAM Framework Agreement.

Date this day of 2024

Shareholder’s signature [(Note][6)] :

Notes:

Note: Before you appoint a proxy, please read the notice of the extraordinary general meeting published on 23 August 2024.

1. Full name(s) and address(es) to be inserted in BLOCK CAPITAL LETTERS .

2. Please insert the number of shares registered in your name(s). If no number is inserted, this proxy form will be deemed to relate to all the shares in the capital of the Company registered in your name(s).

3. A shareholder entitled to attend and vote at the Meeting is entitled to appoint one or more proxies to attend and vote on his/her/its behalf. A proxy need not be a shareholder of the Company. If any proxy other than the Chairman of the Meeting is preferred, strike out “the Chairman of the Meeting or” herein inserted and insert the name(s) and address(es) of the proxy/proxies desired in the space provided. ANY ALTERATION MADE TO THIS PROXY FORM MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

4. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, TICK “ ✔ ” THE APPROPRIATE BOX MARKED “FOR”, IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, TICK “ ✔ ” THE APPROPRIATE BOX MARKED “AGAINST”. Each share carries the right of one vote. On a poll taken at the Meeting, a shareholder (including his/her/its proxy/proxies) entitled to two or more votes need not cast all his/her/its votes in the same way. Failure to complete any or all the boxes will entitle your proxy to vote or abstain at his/her/its discretion. Your proxy will also be entitled to vote at his/her/its discretion on any resolution properly put to the Meeting other than those referred to in the notice convening the Meeting.

5. Ordinary resolution shall be passed by an affirmative vote of more than half of the Company’s total voting shares being held by the shareholders present at the Meeting (including proxies).

6. This proxy form 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 an officer or attorney duly authorised.

7. In the case of joint holders, 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). For this purpose, seniority shall be determined by the order in which the names stand in the register of shareholders in respect of the joint holding.

8. To be valid, this proxy form, together with any power of attorney (if any) or other authority (if any) which it is signed or a notarially certified copy thereof, must be deposited at the Company’s H share registrar and transfer office in Hong Kong, Hong Kong Registrars Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong (for H shares) or the Company’s office at 5th Floor, Longfu Mansion, No. 95 Longfusi Road, Dongcheng District, Beijing, the People’s Republic of China (for domestic shares) not less than 24 hours before the time scheduled for the Meeting (i.e. not later than 11 September 2024 at 10:30 a.m. (Hong Kong time)) or any adjournment thereof.

9. Completion and delivery of the proxy form will not preclude you from attending and voting at the Meeting if you so wish.

10. The register of shareholders of the Company will be closed from Monday, 9 September 2024 to Thursday, 12 September 2024 (both days inclusive), during which no transfer of the Company’s shares will be effected. The holders of shares whose names appear on the register of shareholders of the Company on Monday, 9 September 2024 will be entitled to attend and vote at the Meeting.

11. Voting for the ordinary resolutions set out in the notice will be taken by poll.

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 Personal Data is supplied to the Company on a voluntary basis. Failure to provide sufficient information may render the Company not able to process your instructions and/or request as stated in this proxy form.

• (iii) Your Personal Data may be disclosed or transferred by the Company to its subsidiaries, the Share Registrar, and/or other companies or bodies for any of the stated purposes, and retained for such period as may be necessary for verification and record purposes.

• (iv) You have the right to request access to and/or correction of your Personal Data in accordance with the provisions of the PDPO. Any such request for access to and/or correction of your Personal Data should be in writing and sent to the Personal Data Privacy Officer of the Share Registrar.

* For identification purpose only