Inkeverse Group Limited — Proxy Solicitation & Information Statement 2022

Jun 15, 2022

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Inke Limited 映客互娛有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 3700)

REVISED FORM OF PROXY FOR THE 2022 ANNUAL GENERAL MEETING

I/We of being the holder(s) of (see Note 2) shares of US$0.001 each in the capital of Inke Limited (the “ Company ”) HEREBY APPOINT the chairman of the meeting or of

as my/our proxy to attend and vote for me/us and on my/our behalf at the Annual General Meeting (or at any adjournment thereof) of the Company to be held at 10:00 a.m. on Thursday, 30 June 2022 at Zone C, Block A, Greenland Center, Area 4, Wangjing East Garden, Chaoyang District, Beijing for the purpose of considering and, if thought fit, passing the following resolutions as set out in the notice and the supplemental 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	AGAINST
		1.	To receive and adopt the audited consolidated financial statements of the Company and
			the reports of the directors and auditor for the year ended 31 December 2021.
		2.	(i) To re-elect Mr. DU Yongbo as an independent non-executive director of the
			Company (the “Director”).
			(ii) To re-elect Dr. LI Hui as an independent non-executive Director.
			(iii) To authorise the board of Directors (the “Board”) to fix the remuneration of the
			Directors.
		3.	To re-appoint PricewaterhouseCoopers as auditor of the Company and authorize the Board
			to fix its remuneration.
		4.	To grant a general mandate to the Directors to allot, issue and deal with additional shares
			not exceeding 20% of the issued shares of the Company.
		5.	To grant a general mandate to the Directors to repurchase shares not exceeding 10% of
			the issued shares of the Company.
		6.	To extend the general mandate to issue new shares pursuant to ordinary resolution
			numbered 4 by adding the number of shares repurchased under ordinary resolution
			numbered 5.
			SPECIAL RESOLUTIONS	FOR	AGAINST
		7.	(a) To approve the proposed amendments (the “Proposed Amendments”) to the
			existing memorandum of association and articles of association of the Company
			(the “Existing Memorandum and Articles of Association”).
			(b) To approve and adopt the new memorandum of association and articles of
			association of the Company (the “New Memorandum and Articles of
			Association”) in substitution for and to the exclusion of the Existing Memorandum
			and Articles of Association.
			(c) To authorise any Director or company secretary of the Company to do all such acts
			that he/she deems necessary to give effect to the Proposed Amendments and the
			adoption of the New Memorandum and Articles of Association.
		8.	To approve the change of the English name of the Company from “Inke Limited” to
			“Inkeverse Group Limited” and the dual foreign name of the Company in Chinese from “
			映客互娛有限公司” to “映宇宙集團有限公司”.

Dated:

Signature(s):

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 revised 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 REVISED 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 revised 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, the original and/or this revised form of proxy must be completed, signed and deposited at the branch share registrar and transfer office of the Company in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, together with the power of attorney or other authority (if any) under which it is signed (or a notarially certified copy thereof), not less than 48 hours (“ Closing Time ”). before the time for holding the meeting or any adjournment thereof. The completion and return of the original and/or this revised form of proxy shall not preclude members of the Company from attending and voting in person at the above meeting (or any adjourned meeting thereof) if they so wish and in such event, the original and/or this form of proxy shall be deemed to be revoked.

8. IMPORTANT: A SHAREHOLDER WHO HAS ALREADY LODGED THE ORIGINAL FORM OF PROXY SHOULD NOTE THAT:

9. (a) If no revised from of proxy is lodged with the branch share registrar and transfer office of the Company in Hong Kong, the original form of proxy, if correctly completed, will be treated as a valid proxy form lodged by him/her. The proxy so appointed by the shareholder will be entitled to cast the vote at his/her discretion or to abstain from voting on any resolution properly put to the Annual General Meeting (including, if properly put, a resolution for the change of company name as set out in the supplemental circular of the Company dated 15 June 2022) except for those resolutions to which the shareholder has indicated his/her voting direction in the original form of proxy.

10. (b) If this revised form of proxy is lodged with the branch share registrar and transfer office of the Company in Hong Kong before the Closing Time, this revised form of proxy, if correctly completed, will revoke and supersede the original form of proxy previously lodged by him/her. This revised form of proxy will be treated as a valid proxy form lodged by the shareholder.

11. (c) If this revised form of proxy is lodged with the branch share registrar and transfer office of the Company in Hong Kong after the Closing Time, or if lodged before the Closing Time but is incorrectly completed, the proxy appointment under this revised form of proxy will be invalid. The proxy so appointed by the shareholder under the original form of proxy, if correctly completed, will be entitled to vote in the manner as mentioned in (a) above as if this revised form of proxy was not lodged with the branch share registrar and transfer of the Company in Hong Kong. Accordingly, shareholders are advised to complete this revised form of proxy carefully and lodge it with the branch share registrar and transfer office of the Company in Hong Kong before the Closing Time.

PERSONAL INFORMATION COLLECTION STATEMENT

Yourproxysupply(or proxies)of yourandandyouryourvotingproxy’sinstructions(or proxies’)for name(s)the meetingand address(es)of the Companyis on (thea voluntary“ Purposes basis”).forWethemaypurposetransferof yourprocessingand youryourproxy’srequest(orforproxies’)the appointmentname(s) ofanda 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 and any such request should be in writing by mail to the Company/Computershare Hong Kong Investor Services Limited at the above address.