Cloud Factory Technology Holdings Limited — Proxy Solicitation & Information Statement 2025

Apr 23, 2025

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雲工場科技控股有限公司

Cloud Factory Technology Holdings Limited

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2512)

FORM OF PROXY FOR USE AT THE ANNUAL GENERAL MEETING

I/We $^{(note 1)}$

of ___________ (address)

being the registered holder(s) of ___________ (note 2) shares (the “Shares”) of US$0.00001

each in the share capital of Cloud Factory Technology Holdings Limited (the “Company”) HEREBY APPOINT THE

CHAIRMAN OF THE ANNUAL GENERAL MEETING (the “AGM”) or ___________

of address: ________ with email address: ________

to act as my/our proxy $^{(note 3)}$ to attend the AGM to be held at 2-601, Tian An Intelligence Park, 228 Linghu Avenue, Xinwu District, Wuxi, Jiangsu, PRC on Monday, 16 June 2025 at 1 p.m. (or any adjournment thereof) and to speak and 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 $^{(note 4)}$	AGAINST $^{(note 4)}$
1.	To receive, consider and adopt the audited consolidated financial statements and the reports of the directors of the Company (the “Director(s)”) and the auditor of the Company for the year ended 31 December 2024.
2.	(a) To re-elect the following retiring Directors:
(i) Mr. Sun Tao as an executive Director;
(ii) Mr. Jiang Yanqiu as an executive Director;
(iii) Mr. Ji Lijun as an executive Director;
(iv) Mr. Zhu Wentao as an executive Director;
(v) Mr. Ip Mun Lam as an independent non-executive Directors;
(vi) Mr. Cui Qi as an independent non-executive Directors; and
(vii) Ms. Zhao Hong as an independent non-executive Directors.
(b) To authorise the board of Directors (the “Board”) to fix the remuneration of the Directors.
3.	To re-appoint Ernst & Young as the auditor of the Company and to authorise the Board to fix its remuneration.
4.	To grant a general mandate to the Directors to allot, issue and/or deal with new shares of the Company (including any sale or transfer of treasury shares out of the treasury) not exceeding 20% of the total number of issued shares of the Company (excluding any treasury shares).
5.	To grant a general mandate to the Directors to repurchase shares of the Company not exceeding 10% of the total number of issued shares of the Company (excluding any treasury shares).
6.	To extend the general mandate granted to the Directors to allot, issue and deal with shares of the Company by adding the number of shares repurchased by the Company.

Date: ___________

Signature: $^{(Notes 5 to 10)}$

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Notes:

1. Full name(s) and address(es) are to be inserted in BLOCK CAPITAL. The names of all joint registered holders should be stated.

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

3. A proxy needs not be a member of the Company. If you wish to appoint some person other than the chairman of the AGM as your proxy, please delete the words “the chairman of the annual general meeting (the “AGM”) of the Company or” and insert the name and address of the person appointed in the space provided.

4. Please indicate with a tick (✓) in the relevant box the way you wish your vote to be cast. If this form of proxy 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.

5. Where there are joint registered holders of any shares, any one of such persons may vote at the above meeting (or at any adjournment of it), either personally or by proxy, in respect of such shares as if he/she were solely entitled hereto but the vote of the senior holder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the vote(s) of the other joint holders and, for this purpose, seniority shall be determined by the order n which the names stand in the register of members of the Company in respect of the relevant joint holding.

6. This form of proxy 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.

7. To be valid, this form of proxy together with any power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power of authority must be deposited with the Hong Kong share registrar of the Company, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong not less than 48 hours before the time fixed for holding of the AGM, or any adjournment thereof.

8. Any alteration made to this form should be initialed by the person(s) who sign(s) the form.

9. Completion and return of this form of proxy shall not preclude you from attending and voting at the AGM if you so wish. If you attend and vote at the AGM, the form of proxy shall be deemed to be revoked.

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

PERSONAL INFORMATION COLLECTION STATEMENT

Your supply of your and your proxy’s (or proxies’) name(s) and address(es) is on a voluntary basis for the purpose of processing your request for the appointment of a proxy (or proxies) and your voting instructions for the AGM (the “Purposes”). We may transfer your and your proxy’s (or proxies’) name(s) and address(es) to our agent, contractor, or third party service 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 fulfil 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 Data (Privacy) Ordinance (Chapter 486 of the Laws of Hong Kong) and any such request should be in writing by mail to the Hong Kong share registrar of the Company, Computershare Hong Kong Investor Services Limited at the above address.