Maoyan Entertainment — AGM Information 2023

Apr 25, 2023

Maoyan Entertainment 貓眼娛樂

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1896)

FORM OF PROXY FOR USE AT ANNUAL GENERAL MEETING

I/We (Name)

of (Address) being the holder(s) of (Name)

(Block capitals, please)

(see Note 1) shares of US$0.00002 each in the capital of Maoyan Entertainment (the “ Company ”) hereby appoint

of (Address)

or failing him/her (Name)

of (Address)

Companyor failing him/her,(the “ Meeting the chairman”) to beofheldthe meetingat No. 3 [(see] Building, [Note][2)] asYonghemy/our proxyHangxingto attendGarden,and No.vote11forHepinglime/us andEaston my/ourStreet, behalfDongchengat theDistrict,annual generalBeijing,meetingthe PRCof theon Wednesday,and instructed28toJunevote2023as indicatedat 2:00 [(see] p.m. [Note] and [3)] atin anyrespectadjournmentof the undermentionedthereof or on resolutions:any resolutions or motion which is proposed thereat. My/our proxy is authorized

			Ordinary Resolutions(see Note 3)			For(see Note 4)	For(see Note 4)	For(see Note 4)		Against_(see Note _	Against_(see Note _	Against_(see Note _	4)
	1.		To receive, consider and adopt the audited consolidated financial statements of the Company
			and its subsidiaries and the reports of the directors of the Company (the “Directors”) and
			auditor of the Company for the year ended 31 December 2022.
	2.		(A) To grant a general and unconditional mandate to the Directors to allot, issue and
			deal with additional shares not exceeding 20% of the number of issued shares of	the
			Company.
			(B) To grant a general and unconditional mandate to the Directors to repurchase shares
			not exceeding 10% of the number of issued shares of the Company.
			(C) To extend the authority given to the Directors pursuant to the ordinary resolution
			No. 2(A) to issue shares by adding to the number of shares repurchased under	the
			ordinary resolution No. 2(B).
	3.		(a) To re-elect the following persons as Directors:
			(i) To re-elect Mr. Zheng Zhihao as an executive Director;
			(ii) To re-elect Ms. Li Xiaoping as a non-executive Director;
			(iii) To re-elect Mr. Sun Zhonghuai as a non-executive Director;
			(iv) To re-elect Mr. Tang Lichun, Troy as a non-executive Director;
			(v) To re-elect Ms. Liu Lin as an independent non-executive Director;
			(b) To authorize the board of Directors (the “Board”) to fix remuneration of	the
			Directors.
	4.		To re-appoint PricewaterhouseCoopers as the auditor of the Company and authorize	the
			Board to re-authorize the executive Director or the management of the Company to	fix
			remuneration of auditor.
	5.		To approve and adopt the RSU Scheme with the amended terms. (see Note 5)
	6.		To approve and adopt the Post-IPO Share Option Scheme with the amended terms. (see Note 5)
			Special Resolution(see Note 3)
	7.		To approve the proposed amendments to the existing amended and restated memorandum of
			association and articles of association of the Company and to adopt the second amended and
			restated memorandum of association and articles of association of the Company.
	Dated		this day of , 2023 Signature(s)									(see Note 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, please strike out the words “or failing him/her, the chairman of the meeting”, and insert the name(s) of the person(s) appointed as proxy in space provided. Any alteration made to this form of proxy must be initialled by the person who signs it.

2. The full text of the resolutions are set out in the notice of the Meeting contained in the circular of the Company dated 26 April 2023 which is sent to the Shareholders together with this proxy form. Capitalized terms shall have the same meanings as those defined in the circular of the Company dated 26 April 2023.

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. The full text of Resolutions 5 and 6 are set out in the notice of the AGM.

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 authorized on that behalf.

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 was solely entitled thereto, but if more than one of such joint holders be present at the Meeting, whether in person or by proxy, that one of the said persons so present whose name stands first on the register of members in respect of such share shall alone be entitled to vote in respect thereof.

1. In order 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 of attorney authority, must be 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, not less than 48 hours before the time for holding the Meeting. 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.

2. A proxy needs not be a shareholder of the Company.

PERSONAL INFORMATION COLLECTION STATEMENT

• (i) “Personal Data” in these statements has the same meaning as “personal data” in the Personal Data (Privacy) Ordinance, Chapter 486 of the Laws of Hong Kong (“ PDPO ”).

• (ii) Your and your proxy’s Personal Data provided in this form will be used in connection with processing your request for the appointment of a proxy to attend, act and vote on your behalf as directed above at the Meeting. Your supply of your and your proxy’s Personal Data is on voluntary basis. However, the Company may not be able to process your request unless you provide us with such Personal Data.

(iii) Your and your proxy’s Personal Data may be disclosed or transferred by the Company to its branch share registrar in Hong Kong, and/or other companies or bodies for any of the stated purposes, or when it is required to do so by law, for example, in response to a court order or a law enforcement agency’s request, and retained for such period as may be necessary for our verification and record purposes. (iv) By providing your proxy’s Personal Data in this form, you should have obtained the express consent (which has not been withdrawn in writing) from your proxy in using his/her personal data provided in this proxy form and that you have informed your proxy of the purpose for and the manner in which his/her data may be used.

• (v) You/your proxy have/has the right to request access to and/or correction of your/your proxy’s Personal Data respectively in accordance with the provisions of the PDPO. Any such request for access to and/or correction of your/your proxy’s Personal Data should be in writing to the Personal Data Privacy Officer, Computershare Hong Kong Investor Services Limited, 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong.