iDreamSky Technology Holdings Limited — Proxy Solicitation & Information Statement 2022

Jan 19, 2022

iDreamSky Technology Holdings Limited ������������

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1119)

Form of Proxy for the Extraordinary General Meeting convened at Earth Room, 16/F, Unit 3, Block A, Kexing Science Park, Nanshan District, Shenzhen, China on Wednesday, 16 February 2022 at 10:30 a.m.

I/We [(1)]

of being the registered holder(s) of [(2)] ordinary shares of iDreamSky Technology Holdings Limited (the “ Company ”) hereby appoint [(3][&][4)] of

or failing him, the Chairman of the meeting to act as my/our proxy at the Extraordinary General Meeting (or at any adjournment thereof) (the “ EGM ”) of the Company to be held at Earth Room, 16/F, Unit 3, Block A, Kexing Science Park, Nanshan District, Shenzhen, China on Wednesday, 16 February 2022 at 10:30 a.m. for the purpose of considering and, if thought fit, passing the resolutions as set out in the notice convening the EGM (the “ Notice of EGM ”) and at the EGM on a poll to vote on my/our behalf as directed below or, if no such indication is given, as my/our proxy thinks fit.

			Ordinary Resolutions			For(5)	Against(5)
	1.	“THAT:
		(A)	the subscription agreement (the “Brilliant Seed Subscription Agreement”) dated
			28 November 2021 entered into between the Company, Mr. Chen Xiangyu and
			Brilliant Seed Limited (“Brilliant Seed”) (a copy of which has been produced to
			the EGM marked “A” and initialled by the chairman of the EGM		for the purpose
			of identification) in relation to the subscription of 13,141,892		new shares of
			US$0.0001 each (the “Shares”) in the capital of	the Company	(the “Brilliant
			Seed Subscription Shares”) by Brilliant Seed at the subscription price of
			HK$5.92 per Brilliant Seed Subscription Share and	the transactions contemplated
			thereunder be and are hereby approved, ratified and	confirmed;
		(B)	conditional upon the Listing Committee of The Stock Exchange		of Hong Kong
			Limited (the “Stock Exchange”) granting approval for the listing of, and
			permission to deal with in, the Brilliant Seed Subscription Shares,		the directors of
			the Company (the “Directors”) or the Company	Secretary be and are hereby
			granted a specific mandate to exercise all the powers of the Company to allot and
			issue the Brilliant Seed Subscription Shares in accordance with		the terms and
			conditions of the Brilliant Seed Subscription Agreement; and
		(C)	any one of the executive Directors (except for Mr. Chen Xiangyu) or the Company
			Secretary be and is authorized for and on behalf	of the Company to take any
			action and execute such other documents as he/she	considers necessary, desirable
			or expedient to carry out or give effect to or otherwise in connection with the
			Brilliant Seed Subscription Agreement and the transactions contemplated
			thereunder, including, without limitation, the allotment and issue		of the Brilliant
			Seed Subscription Shares.”
	2.	“THAT:
		(A)	the subscription agreement (the “Tencent Subscription Agreement”) dated 28
			November 2021 entered into between the Company	and Tencent Mobility Limited
			(“Tencent Mobility”) (a copy of which has been produced to the EGM marked
			“B” and initialled by the chairman of the EGM for	the purpose of identification)
			in relation to the subscription of 13,141,892 new	Shares in the capital of the
			Company (the “Tencent Subscription Shares”)	by Tencent Mobility at the
			subscription price of HK$5.92 per Tencent Subscription Share and		the transactions
			contemplated thereunder be and are hereby approved, ratified and confirmed;
		(B)	conditional upon the Listing Committee of the Stock Exchange granting approval
			for the listing of, and permission to deal with in, the Tencent Subscription Shares,
			the Directors or the Company Secretary be and are hereby granted a specific
			mandate to exercise all the powers of the Company	to allot and issue the Tencent
			Subscription Shares in accordance with the terms and conditions		of the Tencent
			Subscription Agreement; and
		(C)	any one of the executive Directors or the Company Secretary be and is authorized
			for and on behalf of the Company to take any action and execute such other
			documents as he/she considers necessary, desirable or expedient		to carry out or
			give effect to or otherwise in connection with the Tencent Subscription Agreement
			and the transactions contemplated thereunder, including, without		limitation, the
			allotment and issue of the Tencent Subscription Shares.”

• Ordinary Resolutions For [(5)] Against [(5)]

• 1. “ THAT : (A) the subscription agreement (the “ Instant Sparkle Subscription Agreement ”) dated 28 November 2021 entered into between the Company and Instant Sparkle Limited (“ Instant Sparkle ”) (a copy of which has been produced to the EGM marked “C” and initialled by the chairman of the EGM for the purpose of identification)capital of the Companyin relation(theto “the Instant subscription Sparkle Subscription of 6,570,946 Shares new Shares”) by Instantin the Sparkle at the subscription price of HK$5.92 per Instant Sparkle Subscription Share and the transactions contemplated thereunder be and are hereby approved, ratified and confirmed;

• (B) conditional upon the Listing Committee of the Stock Exchange granting approval for the listing of, and permission to deal with in, the Instant Sparkle Subscription Shares, the Directors or the Company Secretary be and are hereby granted a specific mandate to exercise all the powers of the Company to allot and issue the Instant Sparkle Subscription Shares in accordance with the terms and conditions of the Instant Sparkle Subscription Agreement; and

• (C) any one of the executive Directors or the Company Secretary be and is authorized for and on behalf of the Company to take any action and execute such other documents as he/she considers necessary, desirable or expedient to carry out or give effect to or otherwise in connection with the Instant Sparkle Subscription Agreement and the transactions contemplated thereunder, including, without limitation, the allotment and issue of the Instant Sparkle Subscription Shares.”

Date: 2022 Signature [(6)] :

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS .

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 capital of the Company registered in your name(s).

3. A member of the Company entitled to attend and vote at the EGM shall be entitled to appoint one or more proxies to attend and, on a poll, to vote instead of him/her. A proxy need not be a member of the Company, but must attend the EGM in person to represent you.

4. If any proxy other than the Chairman of the EGM is preferred, strike out the words “or failing him, the Chairman of the meeting” and insert the name and address of the proxy desired in the space provided. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE MEETING WILL ACT AS YOUR PROXY.

5. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, PLEASE PLACE A “ ” IN THE RELEVANT BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST A RESOLUTION, PLEASE PLACE A “ ” IN THE RELEVANT BOX MARKED “AGAINST”. Failure to complete either box will entitle your proxy to cast his vote at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the meeting other than those referred to in the Notice of EGM.

6. This form of proxy must be signed by you or your attorney duly authorized in writing or, in the case of a corporation, under its common seal or under the hand of an officer or attorney duly authorized. To be valid, this form of proxy together with any power of attorney or other authority (if any) under which it is signed or notarially certified copy of such power or authority must be deposited at the Hong Kong share registrar of the Company, 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 for holding EGM or any adjournment thereof. Completion and return of this form of proxy will not preclude you from attending and voting in person at the EGM. In the event that you attend the EGM, this form of proxy will be deemed to be revoked.

7. In the case of joint holders of any shares, any one of such joint holders may vote at the EGM, either personally or by proxy, in respect of such shares as if he were solely entitled thereto. If more than one of the joint holders are present at the EGM, either personally or by proxy, that one of the said persons whose name stands first on the register of members in respect of the relevant share(s) will alone be entitled to vote in respect of the relevant joint holding.

8. On a poll, every shareholder present personally or by proxy shall be entitled to one vote for each share registered in his name. The result of such poll shall be deemed to be the resolution of the EGM at which the poll was so taken.

9. ANY ALTERATIONS MADE IN THIS FORM SHOULD BE INITIALLED BY THE PERSON WHO SIGNS IT.

10. The description of the resolutions is by way of summary only. The full text of the resolutions are set out in the Notice of EGM and the Circular.

PERSONAL INFORMATION COLLECTION STATEMENT

• (i) “Personal Data” in these statements has the same meaning as “personal data” in the Personal Data (Privacy) Ordinance, Chapter 486 of the Laws of Hong Kong (“ PDPO ”).

• (ii) Your supply of Personal Data to the Company is on a voluntary basis. Failure to provide sufficient information, the Company may not be able to process your appointment of proxy and instructions.

• (iii) Your 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.

• (iv) You have the right to request access to and/or correction of your Personal Data in accordance with the provisions of the PDPO. Any such request for access to and/or correction of your Personal Data should be in writing to the Personal Data Privacy Officer of Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong.