Gala Technology Holding Limited — Proxy Solicitation & Information Statement 2023

May 23, 2023

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Gala Technology Holding Limited 望塵科技控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2458)

PROXY FORM FOR USE AT THE ANNUAL GENERAL MEETING

I/We (Name)

(Block capitals)

of (Address)

being the registered holder(s) of

(Note 1) shares of HK$0.01 each in the capital of

Gala Technology Holding Limited (the ‘‘Company’’) hereby appoint (Name)

of (Address)

or failing him/her (Name)

of (Address)

or failing him/her, the chairman of the meeting (Note 2) as my/our proxy to attend and vote for me/us and on my/our behalf as directed below at the annual general meeting of the Company (the ‘‘Meeting’’) to be held at 43F, Qianhai Shimao Finance Centre II, No. 3040, Aohai Avenue, Nanshan Street Qianhai Shenzhen-Hong Kong Cooperation Zone, Shenzhen, PRC on Friday, 16 June 2023 at 2: 30 p.m. or any adjournment thereof, or on any resolution or motion which is proposed thereat.

Please make a mark (‘‘✓’’) in the appropriate boxes to indicate how you wish your vote(s) to be cast: (Note 3)

• Ordinary Resolutions (Note 8) For Against

• 1. To consider and adopt the audited consolidated financial statements and the reports of the directors of the Company (the ‘‘Director(s)’’) and of the independent auditor of the Company for the year ended 31 December 2022.
• 1. (A) To re-elect Mr. Jia Xiaodong as an executive Director. (B) To re-elect Mr. Zhan Peixun as an independent non-executive Director. (C) To re-elect Mr. Leung Ming Shu as an independent non-executive Director. (D) To re-elect Ms. Chak Hoi Kee Clara as an independent non-executive Director. (E) To authorise the board of Directors (the ‘‘Board’’) to fix the remuneration of the Directors.
• 1. To appoint Deloitte Touche Tohmatsu as the independent auditor of the Company to hold office until the conclusion of the next annual general meeting of the Company following the retirement of PricewaterhouseCoopers and to authorise the Board to fix its remuneration.

• To give a general mandate to the Directors to allot, issue and deal with additional shares of the Company not exceeding 20% of the number of issued shares as at the date of passing such resolution.

• To give a general mandate to the Directors to buy back shares of the Company not exceeding 10% of the total number of issued shares of the Company as at the date of passing of this resolution.

• To extend the general mandate granted to the Directors to allot, issue and deal with additional shares in the capital of the Company by the aggregate number of the shares bought back by the Company.

Dated this

day of

, 2023

Signature(s)

(Note 5)

Notes:

1. 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 registered in your name(s). 2. A shareholder may appoint more than one proxy of his/her/its own choice. If such an appointment is made, strike out the words ‘‘the chairman of the meeting’’, and insert the name(s) of the person(s) appointed as proxy in space provided. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

2. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, PLEASE TICK THE BOX MARKED ‘‘For’’. IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, PLEASE TICK THE BOX MARKED ‘‘Against’’. Failure to tick a box will entitle your proxy to cast your vote at his/her discretion or to abstain from voting. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the Meeting other than those referred to in the notice convening the Meeting.

3. This proxy form must be in writing under the hand of you or your attorney duly authorised or, in the case of a corporation, under its common seal or under the hand of an officer, attorney or other person authorised to sign the same.

4. In the case of joint holders, the signature of any one holder will be sufficient but the names of all the joint holders should be stated. Where there are joint holders of any share, any one of such joint holders may vote at the Meeting, either in person or by proxy, in respect of such share as if he/she/it were solely entitled thereto, but if more than one of such joint holders be present at the Meeting, the vote of the senior holder who tenders a vote, whether in person or by proxy, will 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 Company’s register of members in respect of the relevant joint holding.

5. 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 thereof, must be deposited at the Company’s share registrar 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 the Meeting or the adjourned Meeting (as the case may be) (i.e. not later than 2: 30 p.m. on Wednesday, 14 June 2023). The completion and submission of the form of proxy shall not preclude shareholders of the Company from attending and voting in person at the Meeting (or any adjourned meeting thereof) if they so wish and in such event, the proxy form shall be deemed to be revoked.

6. A proxy does not need to be a shareholder of the Company. 8. The full text of the proposed resolutions is set out in the notice of annual general meeting of the Company dated 24 May 2023.

PERSONAL INFORMATION COLLECTION STATEMENT

‘‘Personal Data’’ in this statement has the same meaning as ‘‘personal data’’ in the Personal Data (Privacy) Ordinance (Chapter 486 of the Laws of Hong Kong) (the ‘‘PDPO’’). The supply of your and your proxy’s Personal Data is on a voluntary basis. Failure to provide sufficient information may result in the Company being unable to process your appointment of proxy and instructions. Your and your proxy’s Personal Data may be disclosed or transferred by the Company to its subsidiaries, its share registrar, and/or other companies or bodies for any of the stated purposes and retained for such period as may be necessary for our verification and record purposes. By providing your proxy’s Personal Data in this form of proxy, you should have obtained the express consent (which has not been withdrawn in writing) from your proxy in using his/her Personal Data provided in this form of proxy and that you have informed your proxy of the purpose for and the manner in which his/her Personal Data may be used. You/your proxy have/has the right to request access to and/or correction of your/your proxy’s Personal Data in accordance with the provisions of the PDPO. Any such request for access to and/or correction of your/your proxy’s Personal Data should be in writing to the Personal Data Privacy Officer of 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, Wan Chai, Hong Kong.