Lygend Resources & Technology Co., Ltd. — Proxy Solicitation & Information Statement 2024

Dec 26, 2024

力勤资源

LYGEND RESOURCES

Lygend Resources & Technology Co., Ltd.

宁波力勤资源科技股份有限公司

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

(Stock Code: 2245)

Number of shares to which this form of proxy relates(Note 2)

PROXY FORM FOR THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON 13 JANUARY 2025

I/We $^{(Note3)}$

of

being the holder(s) of _______, Unlisted Shares/H Shares $^{(Note4)}$ in Lygend Resources & Technology Co., Ltd.

(the "Company") hereby appoint the Chairman of the meeting or _______ (Note 5)

of

as my/our proxy(ies) to attend the extraordinary general meeting (the "EGM") of the Company to be held at 10/F, Building C10, R&D Park, Lane 299, Guanghua Road, Yinzhou District, Ningbo City, Zhejiang Province, PRC on Monday, 13 January 2025 at 10:00 a.m. (Hong Kong time) or any adjournment thereof and to vote at such meeting or at any adjournment thereof in respect of the resolutions set out in the notice of EGM as hereunder indicated on behalf of me/us, or if no such indication is given, as my/our proxy(ies) thinks fit.

Please tick ("√") the appropriate boxes to indicate how you wish your vote(s) to be cast $^{(Note6)}$.

ORDINARY RESOLUTIONS TO BE PASSED PURSUANT TO THE NOTICE OF THE EGM DATED 26 DECEMBER 2024		FOR	AGAINST	ABSTAIN
1.	To consider and approve the DCM Shareholders Agreement and the transactions contemplated thereunder.
2.	To consider and approve the ONC Amendment Agreement and the transactions contemplated thereunder.
3.	To consider and approve the BBS Shareholders Agreement and the transactions contemplated thereunder.
4.	To consider and approve the Deed of Guarantee and the transactions contemplated thereunder.
5.	To consider and approve the NBSS Share Pledge and the transactions contemplated thereunder.
6.	To consider and approve the TBP Share Pledge and the transactions contemplated thereunder.

Date: _______ 2024

Signature(s) $^{(Note7)}$

Notes:

Before you appoint a proxy, please read the notice of EGM and the circular published on 26 December 2024.

1. The full text of the resolutions is set out in the notice of EGM dated 26 December 2024.
2. Please insert the number of Shares registered in your name(s) to which this form of proxy relates. 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). If more than one proxy is appointed, the number of Shares in respect of which each such proxy is so appointed must be specified.
3. Full name(s) and address(es) to be inserted in BLOCK CAPITALS.
4. Please insert the number of Shares of the Company registered in your name(s) and delete as appropriate.
5. If any proxy other than the Chairman of the meeting is preferred, please strike out the words "the Chairman of the meeting or" and insert the name and address of the proxy desired in the space provided. A Shareholder may appoint one or more proxies to attend and vote on his/her behalf. A proxy need not be a Shareholder of the Company. Any alteration made to this form of proxy must be initialed by the person who signs it.
6. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, PLEASE PUT A TICK IN THE BOX MARKED "FOR" OR INSERT THE NUMBER OF SHARES HELD BY YOU. IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, PLEASE PUT A TICK IN THE BOX MARKED "AGAINST" OR INSERT THE NUMBER OF SHARES HELD BY YOU. IF YOU WISH TO ABSTAIN FROM VOTING ON ANY RESOLUTION, PLEASE PUT A TICK IN THE BOX MARKED "ABSTAIN" OR INSERT THE NUMBER OF SHARES HELD BY YOU. THE SHARES ABSTAINED WILL NOT BE COUNTED IN THE CALCULATION OF THE REQUIRED MAJORITY. If no direction is given, your proxy may vote as he/she thinks fit.
7. The form of proxy must be signed by the Shareholder or his/her attorney duly authorized in writing. If the Shareholder is a corporation, the instrument must be either under its common seal or signed by the director or his/her attorney duly authorized. If the instrument is signed by an attorney of the Shareholder, the power of attorney authorizing that attorney to sign or other authorization document must be notarized.
8. If an attending Shareholder or proxy casts a vote of abstention or abstains from voting in respect of a resolution, the Share(s) represented by that Shareholder or proxy will be deemed not to be carrying voting rights with respect to that resolution. In that event, this form of proxy will be deemed to have been revoked.
9. To be valid, this form of proxy and, if such proxy is signed by a person on behalf of the appointee pursuant to a power of attorney or other authorization document, the notarized power of attorney or other authorization document must be deposited together with this form of proxy, at the H Share registrar of the Company, Computershare Hong Kong Investor Services Limited, at 17M Place, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong; or for the Unlisted Share Shareholders of the Company, to the business address of the Company in the PRC, at 10-11/F, Building C10, R&D Park, Lane 299, Guanghua Road, Yinzhou District, Ningbo City, Zhejiang Province, PRC, not less than 24 hours before the time appointed for holding the EGM or any adjournment thereof (as the case may be). Completion and return of a form of proxy will not preclude a Shareholder from attending and voting in person at the EGM if he/she so wishes.
10. In the case of joint holders of Shares of the Company, only the joint holder whose name is listed first in the register of members can attend the EGM or exercise full voting rights. Any one of such joint holders may sign the form of proxy, but if more than one joint holder attends the EGM in person or by proxy, the resolution made by the joint holder with priority shall be accepted as the sole resolution made on behalf of other joint holders (regardless of whether it is made in person or by proxy). A proxy need not be a Shareholder of the Company. In the event that a Shareholder appoints more than one proxy to attend the meeting, such proxies may only exercise their voting rights in a poll.
11. Unless otherwise indicated, capitalized terms used herein shall have the same meaning as those defined in the circular of the Company dated 26 December 2024.
12. References to time and dates in this form of proxy are to Hong Kong time and dates.

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 EGM 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 authorized 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 (Cap. 486 of the Laws of Hong Kong) and any such request should be in writing by the following means:

By mail to: Computershare Hong Kong Investor Services Limited
17M Place, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong

By email to: PrivacyOfficer@computershare.com.hk