China Netcom Technology Holdings Limited — Proxy Solicitation & Information Statement 2022

Jun 6, 2022

(Incorporated in the Cayman Islands with limited liability) (Stock Code: 8071)

SECOND FORM OF PROXY

For use at the annual general meeting on Thursday, 23 June 2022 (or any adjournment thereof)

I/We[(Note][a)]

of

being‘‘ofAGMHK$0.005the’’) registeredof theeachCompany,inholder(s)the capitalor of[(Note] of China[b)] Netcom Technology Holdings Limited (the ‘‘Company’’) hereby appoint the chairman of the annual generalordinarymeetingshare(s)(the

of

to act as my/our proxy[(Note][c)] to attend the AGM to be held at Room 3, 10/F., United Conference Centre, United Centre, 95 Queensway, Admiralty, Hong Kong on Thursday, 23 June 2022 at 4:00 p.m. or at any adjournment thereof and to vote on my/our behalf as directed below: Please tick (✓) in the appropriate box below to indicate how you wish your vote(s) to be cast.

	ORDINARY RESOLUTIONS	FOR (Note d)	AGAINST (Note d)
1.	To receive and approve the audited consolidated financial statements of the Company and its
	subsidiaries and the reports of the directors and of the auditor of the Company for the year
	ended 31 December 2021.
2.	(i)To re-elect Ms. Wu Shan as an executive director of the Company.
	(ii)To re-elect Mr. Song Ke as an independent non-executive director of the Company.
	(iii)To re-elect Mr. Wu Bo as an independent non-executive director of the Company.
	(iv)To authorise the board of directors of the Company to fix the remuneration of the
	directors of the Company.
3.	To re-appoint Baker Tilly Hong Kong Limited as the Company’s auditor and to authorise the
	board of directors of the Company to fix its remuneration.
4.	To grant a general mandate to the directors of the Company to issue, allot and deal with
	additional 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.
5.	To grant a general mandate to the directors of the Company 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.
6.	To extend the general mandate granted to adding the Company’s directors to issue, allot and
	deal with additional shares of the Company by the total number of shares repurchased by the
	Company.
	SPECIAL RESOLUTION	FOR (Note d)	AGAINST (Note d)
7.	To approve the proposed amendments to the memorandum and articles of association of the
	Company and to adopt the amended and restated memorandum and articles of association of the
	Company in substitution for and to the exclusion of the current memorandum and articles of
	association of the Company.

Date:

Signature:[(Notes][e,][f,][g][and][h)]

Notes:

• a.b. FullPleasename(s)insert theand numberaddress(es)of sharesare toregisteredbe insertedininyourBLOCKname(s).CAPITALSIf no number. Theisnamesinserted,of allthisjointsecondregisteredform ofholdersproxyshould(the ‘‘Secondbe stated.Proxy Form’’) will be deemed to relate to all the shares c. Aannualin proxythe capitalgeneralneedsofnotmeetingthebeCompanya (theshareholder‘‘AGMregistered’’of) oftheintheCompany.yourCompany,name(s).If youor’’ andwishinsertto appointthe namesomeandpersonaddressotherof thanthe personthe chairmanappointedof theas yourAGMproxyas yourin proxy,the spacepleaseprovided.delete the words ‘‘the chairman of the d. Please indicate with a tick (✓) in the relevant box the way you wish your vote to be cast. If the Second Proxy Form when returned is duly signed but without specific direction on the proposed resolution, the proxy will vote or abstain at his/her/its discretion in respect of the proposed resolution. A proxy will also be entitled to vote or abstain at his/her/its discretion on any amendment of a resolution put to the AGM.

• e. theIn theAGM,case whetherof joint registeredin person holdersor by proxy,of anythatshare(s),one ofthetheSecondjoint ProxyregisteredFormholdersmay bewhosesignednameby anystandsjointfirstregisteredon the holders,Companybut’s ifregistermore thanof membersone jointinregisteredrespect ofholdersthe relevantare presentjointlyat registered share shall alone be entitled to vote in respect thereof to the exclusion of the votes of the other joint registered holders.

• f. The Second Proxy Form must be signed by a shareholder of the Company, or his/her/its attorney duly authorised in writing, or if the shareholder is a corporation, either under its common seal or under the hand of an officer or attorney so authorised.

• g. depositedTo be valid,at thetheCompanySecond Proxy’s branchFormsharetogetherregistrarwithandanytransferpowerofficeof attorneyin Hongor Kong,other authorityTricor Tengis(if any)Limited,underatwhichLevelit54,is Hopewellsigned or Centre,a certified183copyQueenof’ssuchRoadpowerEast, orHongauthorityKong notmustlaterbe than 48 hours before the time appointed for holding of the AGM or any adjournment thereof.

• h. Any alteration made to the Second Proxy Form should be initialled by the person who signs the form. i. Completion and return of the Second Proxy Form will not preclude you from attending and voting in person at the AGM or any adjournment thereof if you so wish. j. The full text of the resolutions is set out in the notice of the AGM incorporated in the circular of the Company dated 19 May 2022 and supplemental notice of the AGM incorporated in k. theA shareholdersupplementalwhocircularhas notofyetthelodgedCompanythe datedfirst proxy7 Juneform2022.despatched with the circular of the Company dated 19 May 2022 (the ‘‘First Proxy Form’’) with the Company’s branch share l. Aregistrarthe(a)shareholderFirst andProxyIf notransferwhoFormSecondhasofficeshouldProxyalreadyinnotFormHonglodgedbe lodgedisKonglodgedthe FirstiswithrequestedwithProxythetheCompanyFormCompanyto lodgewith’s branch’thesthebranchSecondCompanyshareshareProxyregistrar’sregistrarbranchFormandshareandif transferhe/shetransferregistrarwishesofficeofficeandinto intransferHongappointHongKong.officeproxiesKong,inthetoHongattendFirstKongProxyand shouldvoteForm,atnotetheif correctlyAGMthat: oncompleted,his/her behalf.will beIn treatedthis case,as a valid proxy form lodged by him/her. The proxy so appointed by the shareholder will be entitled to cast the vote at his/her discretion or to abstain from voting on any resolution properly put to the AGM (including, if properly put, a resolution for the proposed amendments to the memorandum and articles of association of the Company as set out in the supplemental circular of the Company dated 7 June 2022) except for the resolution to which the shareholder has indicated his/her voting direction in the First Proxy Form.

• (b) If the Second Proxy Form is lodged with the Company’s branch share registrar and transfer office in Hong Kong not less than 48 hours before the time appointed for the holding of the AGM or any adjourned meeting, the Second Proxy Form, if correctly completed, will revoke and supersede the First Proxy Form previously lodged by him/her. The Second Proxy Form will be treated as a valid proxy form lodged by the shareholder.

• (c) If the Second Proxy Form is lodged with the Company’s branch share registrar and transfer office in Hong Kong less than 48 hours before the time appointed for the holding of AGM or any adjourned meeting, or if lodged not less than 48 hours before the time appointed for the holding of AGM or any adjourned meeting but is incorrectly completed, theentitledAccordingly,proxyto appointmentvoteshareholdersin the mannerunderare theadvisedas mentionedSecondto completeProxyin (i)Formabovethe willSecondas beif noinvalid.ProxySecondFormTheProxyproxycarefullyFormso andappointedwaslodgelodgedthebywiththeSecondshareholderthe CompanyProxy Formunder’s branchwiththe theFirstshareCompanyProxyregistrarForm,’s branchandiftransfercorrectlyshareofficeregistrarcompleted,in Hongand transferwillKong.be office in Hong Kong by not less than 48 hours before the time appointed for the holding of AGM or any adjourned meeting.

PERSONAL INFORMATION COLLECTION STATEMENT

Yourvotingsupplyinstructionsof yourforandtheyourAGMproxy(the’s (or‘‘Purposesproxies’’’)).name(s)We mayandtransferaddress(es)your isandonyoura voluntaryproxy’sbasis(or proxiesfor the’)purposename(s)ofandprocessingaddress(es)yourtorequestour agent,for thecontractor,appointmentor thirdof a proxyparty service(or proxies)providerand yourwho providesfor the Purposesadministrative,and needcomputerto receiveand theotherinformation.services to Yourus foranduse yourin connectionproxy’s (orwithproxiesthe Purposes’) name(s)andandto suchaddress(es)parties whowill arebe retainedauthorisedforbysuchlaw periodto requestas maythe informationbe necessaryor toarefulfilotherwisethe Purposes.relevant writingRequestbyformailaccessto theto and/orCompanycorrection’s branchofsharethe relevantregistrar personaland transferdataofficecan bein madeHonginKong,accordanceTricor Tengiswith theLimited,provisionsat Levelof the54,PersonalHopewellDataCentre,(Privacy)183 QueenOrdinance’s RoadandEast,any Hongsuch requestKong. should be in