Confidence Intelligence Holdings Limited — Proxy Solicitation & Information Statement 2022

Apr 22, 2022

CONFIDENCE INTELLIGENCE HOLDINGS LIMITED 信懇智能控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1967)

FORM OF PROXY FOR USE AT THE 2022 ANNUAL GENERAL MEETING TO BE HELD ON FRIDAY, 27 MAY 2022 (OR ANY ADJOURNMENT THEREOF)

I/We [1]

of

Intelligencebeing the registeredHoldings holder(s)Limited (theof [2] “ Company ”), HEREBY APPOINT [3] the chairman sharesof the of2022HK$0.01annual eachgeneralin themeetingcapitalof oftheConfidenceCompany, or of

as my/our proxy to attend for me/us the 2022 annual general meeting of the Company (and any adjournment thereof) to be held at No. 7 Building, New Development Zone, Baishixia, Fuyong Street, Bao’an District, Shenzhen, PRC on Friday, 27 May 2022 at 11:00 a.m. for the purpose of considering and, if thought fit, passing with or without modification the resolutions as set out in the notice convening the said meeting and at such meeting (or at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of the said resolutions as hereunder indicated.

				ORDINARY RESOLUTIONS		FOR4	FOR4	AGAINST4	AGAINST4
	1.	To receive, consider and approve the audited consolidated financial statements of the Company and
		its subsidiaries for the	year	ended 31 December 2021 and the reports of directors (“Directors”) and
		auditors of the Company for the year ended 31 December 2021.
	2.	(a)To re-elect Mr.	Li Hao as an Executive Director;
		(b)To re-elect Mr.	Zhang Bizhong as an Executive Director;
		(c)To re-elect Ms.	Li Biqiong as an Executive Director;
		(d)To re-elect Mr.	Hao	Xiangjun as an Executive Director;
		(e)To re-elect Ms.	Mu	Lingxia as an Independent Non-executive Director; and
		(f)To authorise the Board of Directors of the Company to fix the remuneration of the
		Directors.
	3.	To re-appoint PricewaterhouseCoopers as the auditors of the Company and to authorise the Board
		of Directors of the Company to fix its remuneration.
	4.	To approve and grant the		general mandate to issue additional shares of the Company to the
		Directors.
	5.	To approve and grant the general mandate to repurchase shares of the			Company to the Directors.
	6.	To approve and grant the extension of the general mandate granted in ordinary resolution numbered
		4 by adding repurchased shares under ordinary resolution numbered 5			to the Directors.

Dated: Signature [5] :

Notes:

1. Full name(s) and address(es) must be inserted in BLOCK CAPITALS.

2. Please insert the number of shares registered in your name(s) to which the proxy relates. 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 2022 annual general meeting of the Company, or” and insert the name and address of the proxy desired in the space provided. A member may appoint one or more proxies to attend and vote in his stead. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON(S) WHO SIGN(S) IT.

4. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, TICK THE RELEVANT BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST A RESOLUTION, TICK THE RELEVANT 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 said meeting other than that referred to in the notice convening the meeting.

5. The instrument appointing proxy must be in writing under the hand of the appointor or his attorney duly authorised in writing, if the appointor being a corporation, either under its seal or under the hand of an officer, attorney or other person duly authorised to sign the same.

6. Any member of the Company entitled to attend and vote at the meeting shall be entitled to appoint another person (who must be an individual) as his proxy to attend and vote instead of him. On a poll votes may be given either personally or by proxy. A proxy need not be a member of the Company. A member may appoint more than proxy to attend on the same occasion.

7. The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority shall deposited at the branch share registrar and transfer office of the Company in Hong Kong, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong, not later than 48 hours (i.e. 11:00 a.m. on Wednesday, 25 May 2022) before the time appointed for holding the meeting or any adjourned meeting or poll (as the case may be) at which the person named in such instrument proposes to vote, and in default the instrument of proxy shall not be treated as valid. Delivery of any instrument of appointing a proxy shall not preclude a member from attending and voting in person at the meeting or at any adjourned meeting or poll concerned and, in such event, the instrument appointing the proxy shall be deemed to be revoked.

8. Where there are joint registered holders of any share, any one of such persons may vote at the meeting, either personally or by proxy, in respect of such share as if he/she was solely entitled thereto; but if more than one of such joint holders be present at the meeting personally or by proxy, that one of the said person so present being the most or, as the case may be, the more senior shall alone be entitled to vote in respect of the relevant joint holding and, for this purpose, seniority shall be determined by reference to the order in which the names of the joint holders stand on the register in respect of the relevant joint holding.

PERSONAL INFORMATION COLLECTION STATEMENT

Youra proxysupply(or proxies)of your andand youryour votingproxy’sinstructions(or proxies’)forname(s)the Meetingand address(es)of the Companyis on (thea voluntary“ Purposes basis”). forWethemaypurposetransferofyourprocessingand youryourproxy’srequest(orforproxies’)the appointmentname(s) andof 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 authorized 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 and any such request should be in writing by mail to the Company / Tricor Investor Services Limited at the above address.