Coolpad Group Limited — Proxy Solicitation & Information Statement 2025

May 14, 2025

coolpad 酷派

COOLPAD GROUP LIMITED

酷派集團有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 2369)

FORM OF PROXY

Form of proxy for use at the 2024 and 2025 annual general meeting (the "AGM") of the shareholders of Coolpad Group Limited (the "Company") to be held at 20th Floor, Block C, Coolpad Building, No. 8 of Gaoxin North 1st Road, North of Hi-tech Park, Nanshan District, Shenzhen, the People's Republic of China on Friday, 6 June 2025 at 3:00 p.m. (and at any adjournment thereof).

I/We

of

(Note 1)

being the registered holder(s) of

(Note 2) share(s) of HK$0.01 each

(the "Share(s)") in the share capital of the Company, HEREBY APPOINT(Note 3)

of

or failing him/her, the Chairman of the AGM, to act for me/us at my/our proxy(Note 4) at the AGM to be held at 20th Floor, Block C, Coolpad Building, No. 8 of Gaoxin North 1st Road, North of Hi-tech Park, Nanshan District, Shenzhen, the People's Republic of China on Friday, 6 June 2025 at 3:00 p.m. (and at any adjournment thereof) for the purpose of considering and, if thought fit, passing the resolutions set out in the notice convening the AGM and at the said meeting (and at any adjournment thereof) to vote for me/us and on my/our behalf in respect of the said resolutions as herein under indicated or, if no such indication is given, as my/our proxy thinks fit and to exercise all rights conferred on proxies under law, regulation and the articles of association of the Company. Unless the context requires otherwise, capitalised terms used herein shall have the same meanings as those defined in the circular of the Company dated 14 May 2025.

ORDINARY RESOLUTIONS(Note 10)		FOR(Note 5)	AGAINST(Note 5)
1.	To receive and consider the audited consolidated financial statements and the reports of the directors of the Company (collectively, “Directors” and individually, a “Director”) and the auditors of the Company (“Auditors”) for the year ended 31 December 2023.
2.	To receive and consider the audited consolidated financial statements and the reports of the Directors and the Auditor for the year ended 31 December 2024.
3(A)(i).	To re-elect Ms. Wang Guan as an independent non-executive Director.
3(A)(ii).	To re-elect Mr. Cheuk Ho Kan as an independent non-executive Director.
3(A)(iii).	To re-elect Ms. Liu Juan as an executive Director.
3(A)(iv).	To re-elect Mr. Guo Jinghui as an independent non-executive Director.
3(A)(v).	To re-elect Mr. Liang Rui as a non-executive Director.
3(A)(vi).	To re-elect Mr. Xu Yibo as a non-executive Director.
3(B).	To ratify the Directors’ remuneration for the years ended 31 December 2023 and 2024.
3(C).	To authorise the board of directors (“Board”) to fix the remuneration of the Directors.
4.	To re-appoint Zhonghui Anda CPA Limited as Auditors for the year ending 31 December 2025, to ratify the remuneration of Zhonghui Anda CPA Limited for services for the year ended 31 December 2024, and to authorise the Board to fix their remuneration.
5.	To grant a general mandate to the Board to allot, issue and deal with additional Shares.
6.	To approve the grant of general mandate to the Directors to repurchase the Shares.
7.	To approve the extension of the general mandate to the Directors to issue additional Shares up to the number of Shares repurchased by the Company.
8.	To approve the adoption of the New Share Option Scheme.
9.	Subject to the passing of the ordinary resolution no. 8, to approve the Scheme Mandate Limit.
10.	Subject to the passing of the ordinary resolution no. 8, to approve the Service Provider Sub-limit.
11.	To approve the Share Consolidation.
SPECIAL RESOLUTIONS(Note 10)		FOR(Note 5)	AGAINST(Note 5)
12.	To approve the proposed amendments to the existing articles of association of the Company and adopt the new articles of association of the Company.
13.	Subject to the passing of the ordinary resolution no. 11, to approve the Capital Reduction and the Share Sub-division.

Dated:

Signature:

(Note 6)

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Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS.
2. Please insert the number of Share(s) registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all the Share(s) registered in your name(s).
3. Please insert the name and address of the proxy desired. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE AGM WILL ACT AS YOUR PROXY. ANY ALTERATION MADE IN THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON(S) WHO SIGN(S) IT. A proxy need not be a shareholder of the Company but must attend the AGM in person to represent you.
4. A member entitled to vote at the AGM is entitled to appoint one or, if he holds two or more shares, more proxies to attend and vote on his behalf in accordance with the Company’s articles of association.
5. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, PLEASE PUT A TICK (✓) IN THE BOX MARKED “FOR” BESIDE THE RESOLUTION. IF YOU WISH TO VOTE AGAINST A RESOLUTION, PLEASE PUT A TICK (✓) IN THE BOX MARKED “AGAINST” BESIDE THE RESOLUTION. Failure to complete any or all of the boxes will entitle your proxy to cast your vote at his/her discretion.
6. This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must be either executed under its common seal or under the hand of an officer or attorney duly authorised on that corporation’s behalf.
7. Where there are joint registered holders of any Share(s), any one of such persons may vote at the AGM, either in person or by proxy, in respect of such Share(s) as if he/she were solely entitled thereto, but if more than one of such joint holders are present at the AGM in person or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such Share(s) shall alone be entitled to vote in respect thereof.
8. In order 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 certified copy thereof, must be deposited at the branch share registrar and transfer office of the Company in Hong Kong. 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 appointed for holding the AGM or any adjournment thereof (as the case may be).
9. Completion and delivery of this form of proxy will not preclude you from attending and voting at the AGM or any adjournment thereof (as the case may be) if you so wish. If you attend and vote at the AGM, the authority of your proxy will be revoked.
10. Please refer to the notice of AGM dated 14 May 2025 for the full text of the resolutions.

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 and any such request should be in writing by mail to Computershare Hong Kong Investor Services Limited at the above address.