Linmon Media Limited — Proxy Solicitation & Information Statement 2024

Aug 12, 2024

==> picture [49 x 61] intentionally omitted <==

Linmon Media Limited

(An exempted company incorporated in the Cayman Islands with limited liability)

(Stock Code : 9857)

FORM OF PROXY EXTRAORDINARY GENERAL MEETING TO BE HELD ON 3 SEPTEMBER 2024

I/We [(Note][1)]

of

being the registered holder(s) of [(Note][2)] ordinary shares of US$0.000025 each in the share capital of Linmon Media Limited (the “ Company ”), HEREBY APPOINT [(Note][3)] the chairman of the meeting or of

as my/our proxy(ies) to attend for me/us and on my/our behalf at the extraordinary general meeting of the Company (the “ EGM ”) to be held at Building No. B2, Universal Business Park, No. 10 Jiuxianqiao Road, Chaoyang District, Beijing, the PRC, on Tuesday, 3 September 2024 at 2:00 p.m. for the purpose of considering and, if thought fit, passing the resolutions set out in the notice convening the EGM dated 13 August 2024 (the “ Notice of EGM ”) and at the EGM, or at any adjournment thereof, to vote for me/us and in my/our name(s) in respect of the said resolutions as hereunder indicated, and if no such indication is given, as my/our proxy(ies) thinks fit.

	Ordinary Resolutions	Ordinary Resolutions	For (Note 4)	Against (Note 4)
	1.	The 2024 Share Option Scheme (the “2024 Share Option Scheme”) and the Scheme Mandate Limit (the “Scheme Mandate Limit”) (as defined in the circular (the “Circular”) dated 13 August 2024 issued by the Company) of 10 per cent. of the total number of shares (excluding Treasury Stock, if any) as at the date of the passing of this resolution be and is hereby approved and adopted and the directors of the Company be and are hereby authorised to take all such steps and attend all such matters, approve and execute (whether under hand or under seal) such documents and do such other things, for and on behalf of the Company, as the directors of the Company may consider necessary, desirable or expedient to effect and implement the 2024 Share Option Scheme.
	2.	Conditional upon the passing of resolution numbered 1, the Service Provider Sublimit (the “Service Provider Sublimit”) (as defined in the Circular) of 5 per cent. of the total number of shares (excluding Treasury Stock, if any) as at the date of the passing of this resolution be and is hereby approved and adopted.
	3.	The 2024 Share Award Scheme (the “2024 Share Award Scheme”) and the Scheme Mandate Limit be and is hereby approved and adopted and the directors of the Company be and are hereby authorised to take all such steps and attend all such matters, approve and execute (whether under hand or under seal) such documents and do such other things, for and on behalf of the Company, as the directors of the Company may consider necessary, desirable or expedient to effect and implement the 2024 Share Award Scheme.
4.	4.	Conditional upon the passing of resolution numbered 3, the Service Provider Sublimit be and is hereby approved and adopted.

Signature(s) [(Note][5)]

Dated this

day of

2024

Notes:

1. Full names(s) and address(es) to be inserted should be 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 the Shares of the Company registered in your name(s).

3. A member entitled to attend and vote at the EGM is entitled to appoint one or more proxies to attend and vote on his/her behalf provided that if more than one proxy is so appointed, the appointment shall specify the number of shares of which each such proxy is so appointed. If any proxy other than the chairman of the EGM 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.

4. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, TICK IN THE APPROPRIATE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST A RESOLUTION, TICK IN THE APPROPRIATE BOX MARKED “AGAINST”. Failure to tick a box will entitle your proxy to cast your vote or abstain at his discretion. Your proxy will also be entitled to vote at his discretion on any amendment of a resolution or any resolution properly put to the EGM other than those referred to in the Notice of EGM.

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

6. To be valid, this form of proxy, together with the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of such power or authority, must be lodged with the Hong Kong share registrar of the Company, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than 48 hours before the time fixed for holding the EGM (i.e. before 2:00 p.m. on Sunday, 1 September 2024) or any adjournment thereof.

7. In the case of joint holders of a share, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the relevant joint holding.

8. The proxy need not be a member of the Company. Completion and return of the form of proxy shall not preclude a shareholder of the Company from attending the EGM and vote in person. In such event, the instrument appointing a proxy shall be deemed to be revoked.

9. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

1. Reference to dates and time in this form of proxy are to Hong Kong dates and time.

PERSONAL INFORMATION COLLECTION STATEMENT

“Personal Data” in this statement has the same meaning as “personal data” as defined in the Personal Data (Privacy) Ordinance, Chapter 486 of the Laws of Hong Kong (“ PDPO ”), which include your name(s) and address(es) and those of your proxy. Your supply of the Personal Data is on a voluntary basis and for the purpose of processing your instructions as stated in this proxy form (the “ Purposes ”). If you fail to supply sufficient information, the Company may not be able to process your instructions. The Company may disclose or transfer the Personal Data to its subsidiaries, its share registrar and/or third party service provider who provides administrative, computer and other services to the Company 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. The Personal Data will be retained for such period as may be necessary to fulfil the Purposes (including for verification and record purposes). Request for access to and/or correction of the Personal Data can be made in accordance with the provisions of the Personal Data (Privacy) Ordinance and any such request should be in writing and sent to the Privacy Compliance Officer of the Hong Kong share registrar, Tricor Investor Services Limited, at the address above.