Joy Spreader Group Inc. — AGM Information 2021

Apr 28, 2021

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Joy Spreader Interactive Technology. Ltd 樂享互動有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 6988)

FORM OF PROXY FOR USE AT ANNUAL GENERAL MEETING TO BE HELD ON JUNE 30, 2021

I/We (Name) (Address)

(Block capitals, please) of being the holder(s) of (Note 1) shares of HK$0.00001 each in the share

capital of Joy Spreader Interactive Technology. Ltd (the “ Company ”) hereby appoint (Name) of (Address) or failing him/her (Name) of (Address) or failing him/her, the chairman of the meeting [(Note][2)] as my/our proxy to attend and vote for me/us and on my/our behalf at the Annual General Meeting ofat any adjournment thereof or on any resolution or motion which is proposed thereat. My/our proxy is authorised and instructed to vote as indicatedthe Company to be held at Joy Spreader Group, 27/F, Wangjing Jinhui Building, Chaoyang District, Beijing on Wednesday, June 30, 2021 at 2:00 p.m. [(see] and [Note] 3) in respect of the undermentioned resolutions:

3) in res	pect of the undermentioned resolutions:	pect of the undermentioned resolutions:
	Ordinary Resolutions (Note 3)					For (Note 3)	Against (Note 3)
1.	To receive and adopt the audited consolidated financial statements of the Company and the
	report of the directors and the auditor’s report of the Company		for the year ended December
	31, 2020.
2.	To re-elect Mr. Zhang Zhidi as an executive Director of the Company.
3.	To re-elect Mr. Cheng Lin as an executive Director of the Company.
4.	To re-elect Ms. Qin Jiaxin as an executive Director of the Company.
5.	To re-elect Mr. Sheng Shiwei as an executive Director of the Company.
6.	To re-elect Mr. Hu Jiawei as a non-executive Director of the Company.
7.	To re-elect Mr. Yap Jin Meng Bryan as an independent non-executive Director of the Company.
8.	To re-elect Mr. Fang Hongwei as an independent non-executive		Director of the Company.
9.	To authorise the board of Directors of the Company to fix the remuneration of the Directors.
10.	To re-appoint Deloitte Touche Tohmatsu as the auditor of the Company and to authorise the
	board of Directors to fix its remuneration.
11.	To grant a general mandate to the Directors to allot, issue and deal				with Shares of the
	Company not exceeding 20% of the total Shares of the Company in issue as at the date of
	passing this resolution.
12.	To grant a general mandate to the Directors to buy back Shares of the			Company not exceeding
	10% of the total Shares of the Company in issue as at the date of passing				this resolution.
13.	To extend the general mandate granted under the resolution		numbered 11 by adding the
	Shares bought back pursuant to the general mandate granted under the resolution numbered
	11.
14.	(a) Subject to and conditional upon the approval by the Registrar of Companies in the
	Cayman Islands of the proposed change of company name by issuing a certificate of
	incorporation on change of name, to approve the English name of				the Company to be
	changed from “Joy Spreader Interactive Technology. Ltd”		to “Joy Spreader Group Inc. “
	and the dual foreign name of the Company to be changed		from	“樂享互動有限公司” to “
	樂享集團有限公司” (the “Proposed Change of Company Name”); and
	(b) To authorise any one Director of the Company to sign and execute such other
	documents or supplemental agreements or deeds for and on behalf of the Company and
	to do all such things and take all such actions as he/she may				consider necessary,
	desirable or expedient for the purpose of carrying out or giving effect to or otherwise in
	connection with the implementation	of the Proposed Change of Company Name.
	Thereafter, the Company will carry	out all the necessary		registration and filing
	procedures for the change of company name of non-Hong Kong companies with the
	Companies Registry in Hong Kong.
15.	(a) Subject to the Proposed Change of Company Name taking effect, to approve the
	amendment of current memorandum and articles of association of the Company, and
	the conduct of the Proposed Change of Company Name by replacing all references to
	“Joy Spreader Interactive Technology. Ltd 樂享互動有限公司” in				the Amended and
	Restated Memorandum and Articles of	Association with “Joy Spreader Group Inc. 樂享
	集團有限公司” to reflect the Proposed Change of Company Name, and adoption of this
	amended memorandum and articles	of association of the Company as the second
	amended and restated memorandum and articles of association of the Company (the
	“Second Amended and Restated Memorandum and Articles of Association”); and
	(b) To authorise any one Director of the Company to do all such acts, deeds, matters and
	things as he or she may in his or her absolute discretion consider necessary or desirable
	or expedient for the purpose of the implementation of and giving effect to the adoption
	of the Second Amended and Restated Memorandum and Articles of Association and to
	attend to any necessary registration and filing for and on		behalf of the Company.

(Note 5)

day of

Dated this

Signature(s):

, 2021

Notes:

1. 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).

2. A member may appoint more than one proxy of his/her own choice. If such an appointment is made, strike out the words “the chairman of the meeting”. Any alteration made to this form of proxy must be initialled by the person who signs it.

3. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, PLEASE TICK THE BOX MARKED “For”. IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, PLEASE TICK THE 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 convening the meeting.

4. If the appointor is a corporation, this form must be under common seal or under the hand of an officer, attorney, or other person duly authorised on that behalf.

5. In the case of joint holders, the signature of any one holder will be sufficient but the names of all the joint holders should be stated.

6. In the case of joint holders, the signature of any one holder will be sufficient but the names of all the joint holders should be stated. Where there are joint holders of any share of the Company, any one of such joint holders may vote at the meeting, either in person or by proxy, in respect of such share as if he/she were solely entitled thereto, but if more than one of such joint holders be present at the meeting, 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 the other joint holder(s), and for this purpose seniority shall be determined as that one of the said persons so present whose name stands first on the register in respect of such share shall alone be entitled to vote in respect thereof.

7. In order to be valid, this form of proxy must be completed, signed and 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 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 before the time appointed for the holding of the Annual General Meeting (i.e. 2:00 p.m. on Monday, June 28, 2021) or not less than 48 hours before the time appointed for the holding of any adjournment thereof. The completion and return of the form of proxy shall not preclude shareholders of the Company from attending and voting in person at the above meeting (or any adjourned meeting thereof) if they so wish.

8. A proxy need not be a shareholder of the Company.

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 and any such request should be in writing by mail to the Company/Computershare Hong Kong Investor Services Limited at the above address.