Inspur Digital Enterprise Technology Limited — Proxy Solicitation & Information Statement 2022

Aug 31, 2022

INSPUR INTERNATIONAL LIMITED 浪潮國際有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 596)

Proxy Form

Form of Proxy for use at the Extraordinary General Meeting (the “EGM”) to be convened on Friday, 16 September 2022 at 10:00 a.m. (or any adjournment thereof)

I/We (Note 1)

of

thebeingcapitalthe registeredof Inspur holder(s)Internationalof (Note Limited 2) (the____________________________“ Company ”), hereby appoint the chairman of the EGMsharesor of (Note HK$0.01 3) each (the “ Shares ”) in

of

as my/our proxy (Note 4) to act for me/us at the EGM (and at any adjournment thereof) of the Company to be held at Meeting Room no. 315, S06 Langchao Science Park, No. 1036, Lang-Chao Road, High-tech Zone, Jinan, Shandong, the PRC, on Friday, 16 September 2022 at 10:00 a.m. for the purpose of considering and, if thought fit, passing the following resolution as set out in the notice convening the EGM and at the EGM, and at any adjournment thereof, and to vote for me/us in my/our name(s) as indicated below in respect of such resolution and, if no such indication is given, as my/our proxy thinks fit.

			ORDINARY RESOLUTION	FOR (Note 5)	AGAINST (Note 5)
	1.	(a)	the Deposit Services (as defined in the circular of the Company dated 31 August
			2022 (the “Circular”)) under the Framework Financial Services Agreement (as
			defined in the Circular) (copy of the Framework Financial Services Agreement
			has been tabled at the meeting and marked “A” signed by the Chairman of the
			meeting for the purpose of identification) be and are hereby approved, confirmed
			and ratified;
		(b)	the proposed annual caps for the Deposit Services under the Framework Financial
			Services Agreement be and are hereby approved and confirmed; and
		(c)	the Directors be and are hereby authorised to do all such acts and things as they
			consider necessary, desirable or expedient for the implementation of and giving
			effect to Deposit Services under the Framework Financial Services Agreement and
			the proposed annual caps for the Deposit Services under the Framework Financial
			Services Agreement, and all such acts and things the Directors have done are
			hereby approved, confirmed and ratified.
	2.	(a)	the Third Supplemental Agreement (as defined in the Circular) in relation to the
			Supply Transactions (as defined in the Circular) (copy of the Third Supplemental
			Agreement has been tabled at the meeting and marked “B” signed by the
			Chairman of the meeting for the purpose of identification) be and are hereby
			approved, confirmed and ratified;
		(b)	the proposed annual caps for the Supply Transactions under the Third
			Supplemental Agreement be and are hereby approved and confirmed; and
		(c)	the Directors be and are hereby authorised to do all such acts and things as they
			consider necessary, desirable or expedient for the implementation of and giving
			effect to Supply Transactions under the Third Supplemental Agreement, and the
			proposed annual caps for the Third Supplemental Agreement and all such acts and
			things the Directors have done are hereby approved, confirmed and ratified.
	3.	(a)	the Purchase Transactions (as defined in the Circular) under the Supplemental
			2020 Framework Agreement (as defined in the Circular) (copy of the
			Supplemental 2020 Framework Agreement has been tabled at the meeting and
			marked “C” signed by the Chairman of the meeting for the purpose of
			identification) be and are hereby approved, confirmed and ratified;
		(b)	the proposed annual caps for the Purchase Transactions under the Supplemental
			2020 Framework Agreement be and are hereby approved and confirmed; and
		(c)	the Directors be and are hereby authorised to do all such acts and things as they
			consider necessary, desirable or expedient for the implementation of and giving
			effect to Purchase Transactions under the Supplemental 2020 Framework
			Agreement and the proposed annual caps for the Supplemental 2020 Framework
			Agreement, and all such acts and things the Directors have done are hereby
			approved, confirmed and ratified.

Signed this

day of

Shareholders’ signature (Notes 7 & 8) :

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 such Shares registered in your name(s).

3. Please insert the name and address of the proxy desired in the space provided. Any alteration made to this form of proxy must be initialed by the person who signs it . If no name is inserted, the duly appointed chairman of the EGM will act as your proxy.

4. A proxy need not be the chairman of the EGM. If you wish to appoint a person other than the chairman of the EGM as your proxy, please delete the words “the chairman of the EGM or” and insert the name and address of the person appointed as your proxy in the space provided.

5. IMPORTANT: If you wish to vote for or against the resolution, please place a “ ✔ ” in the box marked “FOR” or the box marked “AGAINST” as appropriate. Failure to complete a box will entitle your proxy to cast your vote(s) or abstain at his discretion. Your proxy will also be entitled to vote or abstain at his discretion on any resolution properly put to the EGM other than that referred to in the notice convening the EGM.

1. The full text of these resolutions appears in the notice of the EGM dated 31 August 2022.

2. This form of proxy must be signed by you or your attorney duly authorized in writing or, in the case of a corporation, must be either under its seal or under the hand of an officer, attorney or other person duly authorized to sign the same.

3. In case of joint holders of any share, any one of such joint holders may vote at the EGM, either personally or by proxy, in respect of such share as if he were solely entitled thereto, but if more than one of such joint holders be present at the meeting personally or by proxy, then one of the said persons so present being the most or, as the case may be, the more senior shall alone be entitled to vote in respect of the relevant joint holding and, for this purpose, seniority shall be determined by reference to the order in which the names of the joint holders stand on the register in respect of the relevant joint holding.

4. A proxy need not be a member of the Company.

10. In order to be valid, this form of proxy and the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power or authority, shall be delivered to 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, Hong Kong not less than 48 hours before the time appointed for holding the EGM or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending and voting in person at the EGM or any adjournment thereof, should you so wish.

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 (“ PDPO ”), which may include but not limited to your name and/or address. Your supply of Personal Data in this Form is on a voluntary basis, and the same is collected and will be disclosed or transferred to the Company’s branch share registrar in Hong Kong and/or other companies or bodies solely for any of the purposes as stated above in this Form. The Personal Data will be retained for such period as may be necessary for verification and record purposes. 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 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, Wan Chai, Hong Kong.