GCL Technology Holdings Limited — Proxy Solicitation & Information Statement 2022

Sep 6, 2022

GCL Technology Holdings Limited 協鑫科技控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 3800)

FORM OF PROXY FOR THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON 22 SEPTEMBER 2022

I/We[1]

of , being the registered holder(s) of[2] shares of HK$0.10 each in the capital of GCL Technology Holdings Limited (the “ Company ”) HEREBY APPOINT[3] the Chairman of the Meeting or , of

as my/our proxy to attend, act and vote for me/us and on my/our behalf at the extraordinary general meeting of the Company (the “ Meeting “) (and at any adjournment thereof) to be held at Studio 2, Level 7, W Hong Kong, 1 Austin Road West, Kowloon Station, Kowloon, Hong Kong on Thursday, 22 September 2022 at 10:00 a.m. for the purpose of considering and, if thought fit, approving the following resolutions as set out in the notice convening the Meeting (the “ Notice ”) and at the Meeting (or at any adjournment thereof) to vote for me/us in my/our name(s) as indicated below in respect of the said resolutions or, if no such indication is given, as my/our proxy thinks fit.

Unless otherwise indicated, capitalised terms used in this proxy form shall have the same meanings as set out in the Notice.

ORDINARY RESOLUTIONS FOR[4] AGAINST[4] 1. Subject to and conditional upon the passing of ordinary resolution 2 set out below, (a) to confirm and approve the declaration and payment of a special interim dividend entirely out of the Share Premium Account to the Qualifying Shareholders by way of distribution in specie of the DIS Shares held by the Company through Elite Time in the proportion of 318 GNE Shares for every 1,000 Shares held in the Company; and (b) to authorise any director of the Company to effect the Proposed Distribution in Specie, to do all such acts and things, and to approve, sign and execute all such documents, as such director may consider necessary, desirable or expedient, for the purposes of or incidental to the Proposed Distribution in Specie. 2. Subject to and conditional upon the passing of ordinary resolution 1 set out above, (a) to confirm, ratify and approve the continuation of the existing Perpetual Notes as a continuing connected transaction of the Company with details set out in the Circular; and (b) to authorise any director of the Company to do all such acts and things, and to approve, sign and execute all such documents, as such director may consider necessary, desirable or expedient, for the purposes of or incidental to the continuation of the existing Perpetual Notes as a continuing connected transaction of the Company.

Dated this day of 2022 Signature[5] :

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS . The names of all joint 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 in the Company registered in your name(s).

3. If any proxy other than the Chairman of the Meeting is preferred, please delete the words “the Chairman of the Meeting or” and insert the name and address of the proxy desired in the space provided. 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 PARTICULAR RESOLUTION, TICK IN THE RELEVANT BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST A PARTICULAR RESOLUTION, TICK IN THE RELEVANT BOX MARKED “AGAINST”. Failure to tick a box will entitle your proxy to cast your vote at his/her discretion. 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.

5. The 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 under its common seal or under the hand of an officer or attorney duly authorised.

6. 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 notarially certified copy thereof must be lodged at the Company’s branch share registrars and transfer office in Hong Kong, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than 48 hours before the time appointed for the holding of the Meeting or any adjournment thereof.

7. In the case of joint holders of a share, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the vote(s) of 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.

8. The proxy need not be a member of the Company but must attend the Meeting in person to represent you.

9. Completion and delivery of the form of proxy will not preclude you from attending and voting at the Meeting if you so wish.

PERSONAL INFORMATION COLLECTION STATEMENT

“Personal Data” in this statement has the same meaning as “personal data” defined in the Personal Data (Privacy) Ordinance, Chapter 486 of the Laws of Hong Kong (“instructions PDPO “), whichas statedincludein thisyourProxyandFormyour (theproxy’s“ Purposes name and“). Ifaddress.you failYourto supplysupplysufficientof the Personalinformation,Data theis onCompanya voluntarymaybasisnot beandablefortotheprocesspurposeyourofinstructions.processing yourThe Company may disclose or transfer the Personal Data to its subsidiaries, its Share Registrar and/or third party service provider who provides administrative, computer and other services to the Company 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. The Personal Data will be retained for such period as may be necessary to fulfil the Purposes (including for verification and record purposes). Request for access to and/or correction of the Personal Data can be made in accordance with the provisions of the PDPO and any such request should be in writing and sent to the Privacy Compliance Officer of Tricor Investor Services Limited at the above address.