China New Consumption Group Limited — Proxy Solicitation & Information Statement 2024

Apr 5, 2024

CHINA NEW CONSUMPTION GROUP LIMITED 中國新消費集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8275)

PROXY FORM FOR THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON 25 APRIL 2024 (OR AT ANY ADJOURNMENT THEREOF)

I/We [(note][1)] ,

of being the registered holder(s) of [(note][2)] ordinary shares of HK$0.01 each in the share capital of China New Consumption Group Limited (the “ Company ”), hereby appoint [(note][3)] the chairman of the extraordinary general meeting of the Company or of

as my/our proxy to attend and vote for me/us and on my/our behalf at the extraordinary general meeting of the Company to be held at Units 1203B, 1204–1205, 12/F, World-Wide House, 19 Des Voeux Road Central, Central, Hong Kong on Thursday, 25 April 2024 at 11:00 a.m. and at any adjournment thereof for the purpose of considering and, if thought fit, passing the ordinary resolutions as set out in the notice convening the EGM as indicated below or if no such indication is given, as my/our proxy thinks fit and in respect of any other business that may properly come before the EGM and/or at any adjournment thereof:

			ORDINARY RESOLUTION (note 5)	ORDINARY RESOLUTION (note 5)	ORDINARY RESOLUTION (note 5)	ORDINARY RESOLUTION (note 5)	FOR (note 5)	FOR (note 5)	AGAINST (note 5)	AGAINST (note 5)
	1.	“THAT:
		(a)	subject to and conditional upon the GEM Listing Committee of The Stock
			Exchange of Hong Kong Limited (the “Stock Exchange”) granting approval for
			the listing of, and permission to deal			in, the shares of the Company (the
			“Shares”) which may fall	to be issued and allotted pursuant to the exercise of
			any options which may be granted under the new share option scheme of the
			Company (the “New Share Option Scheme”), the rules of which have been
			produced to the EGM and marked “A” and initialed by the chairman of the EGM
			for identification purpose,	the rules of the New Share Option Scheme be and are
			hereby approved and adopted and the directors (the “Directors”) of the Company
			be and are hereby authorised		to grant	options to allot, issue	and deal in the
			Shares as maybe required	to be allotted and issued upon the			exercise of any
			option granted thereunder	and	to take all such steps and attend		all such matters,
			approve and execute (whether under hand or under seal) such documents and do
			such other things, for and on behalf of the Company, as the Directors may
			consider necessary, desirable		or expedient to effect and implement the New
			Share Option Scheme;
		(b)	the total number of Shares to be allotted and issued pursuant to (a) above,
			together with any issue of Shares upon			the exercise of any options and awards
			granted under any other share schemes of the Company as may from time to time
			be adopted by the Company, shall not exceed such number of Shares as equals to
			10 per cent. of the Shares	in issue as at the date of passing of this resolution;
		(c)	conditional upon the New	Share Option Scheme becoming effective, the existing
			share option scheme of the Company as adopted on 22 September 2017 (the
			“Existing Share Option Scheme”) be and is hereby terminated upon the New
			Share Option Scheme coming		into effect (without prejudice to the rights and
			benefits of and attached to any outstanding options which have been granted
			under the Existing Share Option Scheme prior to the date of the passing of this
			resolution).”
	Dated	this	day of			2024.	Signature_(note 6)_:

• Notes: (1) Full name(s) and address(es) to be inserted in BLOCK CAPITALS . (2) Please insert the number of shares registered in your name(s). 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).

• (3) If any proxy other than the chairman is preferred, please strike out “the chairman of the extraordinary general meeting of the Company, or” and insert the name and address of the proxy desired in the space provided. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON(S) WHO SIGN(S) IT.

• (4) The description of the resolutions is by way of summary only. The full text in the notice convening the EGM. (5) IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION(S), TICK THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST THE RESOLUTION(S), TICK THE BOX MARKED “AGAINST” . Failure to tick either box will entitle your proxy to cast your vote or abstain at his discretion. Your proxy will also be entitled to vote or abstain at his discretion on any resolution properly put to the EGM and/or at any adjournment thereof other than those referred to in the notice convening the EGM.

• (6) This form of proxy shall be in writing under the hand of appointor or of his attorney duly authorised in writing or, if the appointor is a corporation, either under its seal or under the hand of an officer, attorney or other person authorised to sign the same. In the case of this form of proxy purporting to be signed on behalf of a corporation by an officer thereof it shall be assumed, unless the contrary appears, that such officer was duly authorised to sign this form on behalf of the corporation without further evidence of the fact.

• (7) This form of proxy and (if required by the board of directors of the Company) the power of attorney or other authority (if any) under which it is signed, or a certified copy of such power or authority, shall be delivered to the office of the Hong Kong branch share registrar and transfer office of the Company, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong or via the designated website (https://spot-emeeting.tricor.hk) by using the username and password provided on the notification letter sent by the Company not less than forty-eight (48) hours before the time appointed for holding the EGM or adjourned meeting at which the person named in this form proposes to vote or, in the case of a poll taken subsequently to the date of the EGM or adjourned EGM, not less than forth-eight (48) hours before the time appointed for the taking of the poll and in default this form of proxy shall not be treated as valid.

• (8) Where there are joint holders of any share any one of such joint holders may vote in respect of such share as if he were solely entitled thereto, but if more than one of such joint holders wish to vote at the EGM the vote of the senior who tenders a vote, 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) The notice of the EGM is set out in the Company’s circular dated 5 April 2024.

PERSONAL INFORMATION COLLECTION STATEMENT

Yourvotingsupplyinstructionsof yourforandtheyourEGMproxy’sof the(orCompanyproxies’)(thename(s)“ Purposes and address(es)”). We mayis transferon a voluntaryyour andbasisyourforproxy’sthe purpose(or proxies’)of processingname(s)yourandrequestaddress(es)for thetoappointmentour agent, contractor,of a proxy or(orthirdproxies)partyandserviceyour provider who provides administrative, computer and other services to us for use in connection with the Purposes and to such parties who are authorised by law to request the information or are otherwise relevant for the Purposes and need to receive the information. Your and your proxy’s (or proxies’) name(s) and address(es) will be retained for such period as may be necessary to fulfill the Purposes. Request for access to and/or correction of the relevant personal data can be made in accordance with the provisions of the Personal Date (Privacy) Ordinance and any such request should be in writing by mail to the Company/Tricor Investor Services Limited at the above address.