Lianlian DigiTech Co., Ltd. — Proxy Solicitation & Information Statement 2024

Jun 28, 2024

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Lianlian DigiTech Co., Ltd. 連連數字科技股份有限公司

(A joint stock company incorporated in the People’s Republic of China with limited liability)

(Stock Code: 2598)

PROXY FORM FOR THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON JULY 15, 2024

I/We_(Note 2) of (address), being the registered holder(s) of Lianlian DigiTech Co., Ltd. (the “Company”) hereby appoint the chairman of the meeting(Note 4)_ or (name)					Number of shares to which this proxy form relates_(Note 1)_	Unlisted Shares H Shares (name) ssued share capital of
					Unlisted Shares/H Shares_(Note 3)_ in the i

of (address)

as my/our proxy(ies) to attend and vote for me/us and on my/our behalf at the extraordinary general meeting (the “ EGM ”) to be held at the meeting room of the Company at 12/F, Block A, 79 Yueda Lane, Binjiang District, Hangzhou, Zhejiang Province, PRC on Monday, July 15, 2024 at 10:00 a.m. or any adjournment thereof as hereunder indicated in respect of the following resolutions, or, if no such indication is given, as my/our proxy thinks fit.

Capitalized terms used herein shall have the same meanings as ascribed to them in the circular (the “ Circular ”) of the Company dated June 28, 2024 unless stated otherwise.

Please tick (“�”) the appropriate boxes to indicate how you wish your vote(s) to be cast [(Note][6)] .

		SPECIAL RESOLUTION(Note 5) FOR(Note 6) AGAINST(Note 6) ABSTAIN(Note 6) To consider and approve the amendments to the Articles of Association 2024 Signature_(Note 7)_: Please delete as appropriate and insert the number of shares of the Company registered in your name(s) to which this proxy form relates. If a number is inserted, this proxy form will be deemed to relate only to those shares. If no number is inserted, this proxy form will be deemed to relate to all the shares of the Company registered in your name(s). If more than one proxy is appointed, the number of shares in respect of which each such proxy so appointed must be specified. Full name(s) and address (es) to be inserted in BLOCK CAPITALS. The names of all joint registered shareholders should be stated.
	1.	To consider and approve the amendments to the Articles of Association
	Date: Notes: 1. 2.	2024 Signature_(Note 7)_: Please delete as appropriate and insert the number of shares of the Company registered in your name(s) to which this proxy form relat deemed to relate only to those shares. If no number is inserted, this proxy form will be deemed to relate to all the shares of the Company is appointed, the number of shares in respect of which each such proxy so appointed must be specified. Full name(s) and address (es) to be inserted in BLOCK CAPITALS. The names of all joint registered shareholders should be stated.

1. Please insert the number of shares registered in your name(s) and delete as appropriate.

2. If any proxy other than the chairman of the EGM is preferred, please strike out the words “the chairman of the meeting” and insert the name and address of the proxy desired in the space provided. Any shareholder of the Company entitled to attend and vote at the EGM is entitled to appoint a proxy or more than one proxy(ies) to attend the meeting and vote on his/her behalf. A proxy need not be a shareholder of the Company. Every shareholder present in person or by proxy shall be entitled to one vote for each share held by him/her.

3. An ordinary resolution shall be passed by votes representing at least 1/2 of the voting rights held by the shareholders (including proxies thereof) attending the general meeting. A special resolution shall be passed by votes representing at least 2/3 of the voting rights held by the shareholders (including proxies thereof) attending the general meeting.

4. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, PLEASE PUT A TICK (“ � ”) IN THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST A RESOLUTION, PLEASE PUT A TICK (“ � ”) IN THE BOX MARKED “AGAINST”. IF YOU WISH TO VOTE ABSTENTION ON A RESOLUTION, PLEASE PUT A TICK (“ � ”) IN THE BOX MARKED “ABSTAIN”. If no direction is given, your proxy may either vote or abstain at his/her discretion. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the EGM other than those referred to in the notice convening the EGM.

5. This proxy form must be signed by you or your attorney duly authorize in writing, or in the case of a corporation, must be either under its common seal or under the hand of a director or attorney duly authorize to sign the same. ANY ALTERATION MADE TO THIS PROXY FORM MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

6. Any abstention vote or waiver of voting shall be deemed as “abstain”. Blank, wrong, illegible or uncast votes shall be deemed as the voters’ waiver of their voting rights, and the voting results representing the shares held by such voters shall be counted as “abstain”. The abstention vote shall be regarded as valid votes when the Company counts the votes in respect of the relevant matter.

7. In case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of 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 of the Company.

8. To be valid, this proxy form together with the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy thereof, must be deposited at (i) the Company’s principal place of business in the PRC at B3, 12/F, Building 1, 79 Yueda Lane, Binjiang District, Hangzhou, Zhejiang Province, PRC (for holders of Unlisted Shares) or (ii) the Company’s H share registrar, Computershare Hong Kong Investor Services Limited, 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong (for holders of H Shares) not less than 24 hours before the time appointed for the EGM.

9. Completion and return of the proxy form will not preclude you from attending and voting at the EGM or any adjourned meeting thereof if you so wish. If you attend and vote at the EGM in person, the authority of your proxy will be deemed to have been revoked.

10. An individual shareholder attending the EGM in person shall present his identification card or other document or certification of identification. A proxy attending the EGM on behalf of a shareholder shall present his identification card and the letter of attorney signed by the appointer or his representative with the issue date. A corporate shareholder shall attend the EGM by its legal representative or his nominee or the person authorized by the Board or other decision-making authorities. A legal representative attending the EGM shall present his identification card and document which can certify his capacity as a legal representative. A legal representative or the person authorized by the Board or other decision-making authorities attending the EGM shall present his identification card and the letter of attorney signed by the legal representative of the corporate shareholder in writing.

11. For the purpose of determining the shareholders’ eligibility to attend and vote at the EGM (and any adjournment thereof), the register of members of the Company will be closed from Thursday, July 11, 2024 to Monday, July 15, 2024, both days inclusive, during which period no transfer of the shares will be registered. For the purpose of determining the H shareholders’ eligibility to attend and vote at the EGM, all properly completed share transfer forms together with the relevant H Share certificates shall be lodged with the Company’s H Share Registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong for registration not later than 4:30 p.m. on Wednesday, July 10, 2024.

12. The EGM is expected to take no more than half a day. Shareholders of the Company who attend the EGM (in person or by proxy) shall bear their own travelling and accommodation expenses. 15. All resolutions at the EGM will be taken by poll pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Listing Rules ”). The results of the poll will be published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.lianlian.com) in accordance with the Listing Rules.

PERSONAL INFORMATION COLLECTION STATEMENT

Yourvotingsupplyinstructionsof yourforandtheyourEGMproxy’s(the “ Purposes (or proxies)”). Wename(s)may transferand address(es)your andisyouron aproxy’svoluntary(or proxies’)basis for thename(s)purposeand ofaddress(es)processingtoyourour agent,requestcontractor,for the appointmentor third partyof servicea proxyprovider(or proxies)who andprovidesyour administrative, computer and other services to us and to such parties who are authorize 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. You/your proxy (or proxies) has/have the right to request access to and/or correction of the relevant personal data in accordance with the provisions of the Personal Data (Privacy) Ordinance and any such request should be made in writing by mail to Computershare Hong Kong Investor Services Limited, 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong or by email to: PrivacyOfficer@computershare.com.hk.