GOGOX HOLDINGS LIMITED — Proxy Solicitation & Information Statement 2024

Apr 26, 2024

GOGOX HOLDINGS LIMITED 快 狗 打 车 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2246)

FORM OF PROXY FOR USE AT THE ANNUAL GENERAL MEETING TO BE HELD ON MONDAY, MAY 20, 2024

I/We[(Note 1)] of[(Note 1)]

being the registered holder(s) of[(Note 2)] shares of US$0.0000025 each in the capital of GOGOX HOLDINGS LIMITED (the “ Company ”, and its subsidiaries and Consolidated Affiliated Entities, collectively “ Group ”), HEREBY APPOINT[(Note 3)] the chairman of the meeting or of[(Note 3)]

as my/our proxy to attend and vote for me/us and on my/our behalf at the annual general meeting of the Company (the “ meeting ”) (or at any adjournment thereof) to be held at Building A, Beijing Cultural Creative Building, 30 Beiyuan Road, Chaoyang District, Beijing, China on Monday, May 20, 2024 at 10:00 a.m. for the purpose of considering and, if thought fit, passing the following resolutions as set out in the notice convening the meeting and at the meeting (or at any adjournment thereof) to vote for me/us in my/ our name(s) in respect of the said resolutions as hereunder indicated or, if no such indication is given, as my/our proxy thinks fit.

	ORDINARY RESOLUTIONS	FOR (Note 4)	AGAINST (Note 4)
1.	To receive and adopt the audited consolidated financial statements of theGroup and the reports of the directors (the “Directors”) and the auditor of theCompany for the year ended December 31, 2023.
2.	(a)To re-elect the following retiring Directors:
	(i)To re-elect Mr. LAM Hoi Yuen as an executive Director;
	(ii)To re-elect Mr. HE Song as an executive Director;
	(iii)To re-elect Mr. LEUNG Ming Shu as a non-executive Director;
	(iv)To re-elect Ms. CHU Ka Yin Norma as an independent non-executive Director;
	(b)To authorise the board of Directors (the “Board”) to fix the remunerationof the Directors.
3.	To re-appoint PricewaterhouseCoopers as auditor of the Company andauthorise the Board to fix its remuneration.
4.	(A)To grant a general mandate to the Directors to allot, issue and dealwith additional shares not exceeding 20% of the total number of issuedshares of the Company.
	(B)To grant a general mandate to the Directors to repurchase shares notexceeding 10% of the total number of issued shares of the Company.
	(C)To extend the general mandate to the Directors to issue the Company’snew shares pursuant to ordinary resolution numbered 4(A) by addingthe number of shares repurchased under ordinary resolution numbered4(B).
	SPECIAL RESOLUTION	FOR (Note 4)	AGAINST (Note 4)
5.	To consider and approve the resolution on the adoption of the sixth amendedand restated memorandum and articles of association.

Signature(s):[(Note 5)]

Dated:

Notes:

1. Full name(s) and address(es) shall be inserted in BLOCK CAPITALS . The name of all joint registered holders should be stated. A member entitled to attend and vote at the Meeting is entitled to appoint a proxy or more than one proxy (for member holding two or more shares) to attend and, on a poll, vote in his/her stead. A proxy need not be a member of the Company.

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 of the meeting is preferred, strike out the words “the chairman of the meeting or” and insert the name and address of the proxy desired in the space provided. The proxy need not be a member of the Company but must attend the meeting 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, PUT A TICK IN THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST A RESOLUTION, PUT A TICK IN THE BOX MARKED “AGAINST”. Failure to do so will entitle your proxy to vote or abstain at he/she thinks fit. 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.

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

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

7. 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 notarially certified copy thereof must be deposited at the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M 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 (i.e. at or before 10:00 a.m. on Saturday, May 18, 2024) or any adjournment thereof.

8. Completion and delivery of the form of proxy will not preclude you from attending and voting at the meeting if you so wish, and in such case, this form of proxy shall be deemed to be revoked.

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 meeting of the Company (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 (Cap. 486 of the Laws of Hong Kong) and any such request should be in writing by mail to the Personal Data Privacy Officer of Computershare Hong Kong Investor Services Limited at the above address.