Joy Spreader Group Inc. — Proxy Solicitation & Information Statement 2025

Apr 17, 2025

JOY SPREADER

元亨集团

Joy Spreader Group Inc.

樂享集團有限公司

(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 27, 2025

I/We (Name) ________ (Block capitals, please) of (Address) ________ being the holder(s) of ________ (Note 1) shares of HK$0.00001 each in the share capital of Joy Spreader Group Inc. (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 of the Company to be held at Joy Spreader Group, Zone A, Building T18, Jiuxianqiao Diantong Creative Park, Chaoyang District, Beijing on Friday, June 27, 2025 at 2:00 p.m. and at any adjournment thereof or on any resolution or motion which is proposed thereat. My/our proxy is authorised and instructed to vote as indicated (see Note 3) in respect 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, 2024.
2.	To re-elect Mr. Cheng Lin as an executive director of the Company.
3.	To re-elect Hu Jiawei as a non-executive director of the Company.
4.	To re-elect Mr. Fang Hongwei as an independent non-executive director of the Company.
5.	To authorise the board of directors of the Company to fix the remuneration of the directors.
6.	To re-appoint Deloitte Touche Tohmatsu as the auditor of the Company and to authorise the board of directors of the Company to fix its remuneration.
7.	To grant a general mandate to the directors to allot, issue and deal with Shares (including any sale or transfer of the treasury shares of the Company) in aggregate not exceeding 20% of the total Shares of the Company in issue (excluding treasury shares, if any) as at the date of passing this resolution.
8.	To grant a general mandate to the directors to buy back Shares of the Company (and the Company may hold such bought back shares in treasury) not exceeding 10% of the total Shares of the Company in issue (excluding treasury shares, if any) as at the date of passing this resolution.
9.	To extend the general mandate granted under the resolution numbered 7 by adding the Shares bought back pursuant to the general mandate granted under the resolution numbered 8.

Dated this __ day of __ 2025

Signature(s): _________ (Note 4,5,6)

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 initialed 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. This form of proxy must be signed by you or your attorney duly authorized in writing.
5. 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.
6. In the case of joint holders of any share of the Company, 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 voters 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 Wednesday, June 25, 2025) 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.
9. Please refer to the Notice of Annual General Meeting dated April 17, 2025 for full version of the relevant ordinary resolutions.

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 fulfill 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.