Feiyu Technology International Company Ltd. — Proxy Solicitation & Information Statement 2019

Jun 5, 2019

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Feiyu Technology International Company Ltd. 飛魚科技國際有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1022)

FORM OF PROXY FOR THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON Monday, 24 June 2019 (OR ANY ADJOURNMENT THEREOF)

I/We [(Note][1)]

of

being the registered holder(s) of [(Note][2)] shares of US$0.0000001 each in the share capital of Feiyu Technology International Company Ltd. 飛魚科技國際有限公司 (the “ Company ”) hereby appoint the Chairman of the meeting [(Note][3)] or

of as my/our proxy to attend, act and vote for me/us and on my/our behalf as directed below at the extraordinary general meeting (the “ EGM ”) of the Company to be held at Meeting Room, 1/F, Block 2, No. 14 Wanghai Road, Ruanjian Yuan Two, Siming District, Xiamen, Fujian Province, the People's Republic of China, on Monday, 24 June 2019 at 3:00 p.m. (and at any adjournment thereof).

Capitalised terms used in this form of proxy shall have the same meanings as those defined in the circular of the Company dated 5 June 2019 (the“ Circular ”) unless the context requires otherwise.

Please make a mark in the appropriate boxes to indicate how you wish your vote(s) to be cast on a poll [(Note][4)] .

			ORDINARY RESOLUTION*		FOR		AGAINST
	1.	(a)	To approve, confirm and ratify the Share Purchase Agreement	and the transactions
			contemplated thereunder;
		(b)	to approve, confirm and ratify the grant of the Specific Mandate	for the allotment and
			issue of the Consideration Shares subject to the terms and conditions set out in the
			Circular; and
		(c)	to generally and unconditionally authorise the Board to do all	such acts and things
			and execute all such documents and to take all such steps as it considers necessary or
			expedient or desirable in connection with or to give effect to or in connection with
			paragraphs (a) and/or (b) of this resolution.
			SPECIAL RESOLUTION*
	2.	To approve the Whitewash Waiver, granted or to be granted by the Executive pursuant to
		Note 1 on dispensations from Rule 26 of the Takeovers Code waiving		the obligation on the
		part	of Vendor-1 to make a mandatory general offer in respect of the Shares and securities
		issued by the Company (other than those already held or owned or agreed to be acquired by
		the Concert Group) as a result of the allotment and issue of the Consideration Shares.

• The full text of the resolutions appears in the notice of the EGM, which is included in the Circular.

Date: 2019 Signature(s) [(Note][5)]

Notes:

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

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 of the meeting is preferred, please strike out the words “the Chairman of the meeting” and insert the name and address of the proxy desired in the space provided. A member entitled to attend and vote at the EGM may appoint another person as his proxy to attend and vote on his behalf. A member who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf at the EGM. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed. A proxy need not be a member of the Company but must attend the EGM in person to represent you. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

4. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, PLEASE TICK (“ ✓ ”) THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST A RESOLUTION, PLEASE TICK (“ ✓ ”) THE BOX MARKED “AGAINST”. If no direction is given, your proxy will vote or abstain at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the EGM other than those referred to in the notice convening the EGM.

5. This form of proxy must be signed by you or your attorney duly authorised in writing. In case of a corporation, the same must be either under its common seal or under the hand of an officer or attorney so authorised.

6. In case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of votes of the other joint holder(s) and for this purpose seniority will be determined by the order in which the names stand in the Register of Members of the Company.

7. In order to be valid, this form of proxy together with the power of attorney or other authority, if any, under which it is signed or a certified copy of that power of attorney or authority, must be deposited at the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for the holding of the meeting or any adjournment thereof.

8. Completion and delivery of the form of proxy will not preclude you from attending and voting at the EGM if you so wish. If you attend and vote at the EGM, the authority of your proxy will be revoked.

PERSONAL INFORMATION COLLECTION STATEMENT

proxyYour supply(or proxies)of yourandandyouryourvotingproxy’sinstructions(or proxies’)for thename(s)EGM (theand address(es)“ Purposes ”).isWeon maya voluntarytransferbasisyour forandtheyourpurposeproxy’sof(orprocessingproxies’)yourname(s)requestand foraddress(es)the appointmentto our agent,of a 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 Computershare Hong Kong Investor Services Limited at the above address.