Meitu, Inc. — Proxy Solicitation & Information Statement 2025

Jan 21, 2025

meitu, Inc.

美图公司

(Incorporated in the Cayman Islands with limited liability and carrying on business in Hong Kong as “美圜之家”)

(Stock Code: 1357)

FORM OF PROXY FOR USE AT THE EXTRAORDINARY GENERAL MEETING

TO BE HELD ON TUESDAY, FEBRUARY 11, 2025

(or at any adjournment thereof)

I/We (Note 1)

of

being the registered holder(s) of (Note 2) _________ ordinary shares of par value US$0.00001 each in the capital of

Meitu, Inc. (“Company”), HEREBY APPOINT (Notes 3 & 4) _________ of

failing him/her, the Chairman of the meeting, as my/our proxy to act for me/us at the extraordinary general meeting (or at any adjournment thereof) of the Company to be held at Studio 1, Level 7, W Hong Kong, 1 Austin Road West, Kowloon Station, Kowloon, Hong Kong on Tuesday, February 11, 2025 at 11 a.m. (Hong Kong date and time) and in particular (but without limitation) at such meeting (or at any adjournment thereof) to vote for me/us and in my/our name(s) as indicated below or, if no such indication is given as my/our proxy thinks fit.

Ordinary Resolution		FOR (Note 5)	AGAINST (Note 5)
1.	To approve the declaration and payment of a special dividend of HK$0.109 per ordinary share of par value US$0.00001 each in the capital of the Company to shareholders of the Company, in cash, out of the share premium account of the Company

Date: _________

Signature (Note 6): _________

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS.
2. Please insert the number of shares of par value US$0.00001 each 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. Any shareholder of the Company entitled to attend and vote at a meeting of the Company shall be entitled to appoint another person as his/her proxy to attend and vote instead of him/her. A shareholder of the Company who is the holder of two or more shares may appoint more than one proxy to represent him/her and vote on his/her behalf at the meeting. A proxy need not be a shareholder of the Company but must attend the meeting in person to represent you.
4. Please insert the name and address of the proxy desired. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE MEETING WILL ACT AS YOUR PROXY. Any alterations made to this form of proxy should be initialed by the person who signs it.
5. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, PLEASE PLACE A “√” IN THE RELEVANT BOX UNDERNEATH THE COLUMN MARKED “FOR”. IF YOU WISH TO VOTE AGAINST A RESOLUTION, PLEASE PLACE A “√” IN THE RELEVANT BOX UNDERNEATH THE COLUMN MARKED “AGAINST”. If you wish to vote only part of the number of shares registered in your name(s) to which this form of proxy relates, please state the exact number of shares in lieu of a tick in the relevant box. Failure to tick either 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.
6. This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must be executed either under its seal or under the hand of an officer, attorney or other person duly authorised.
7. A shareholder of the Company entitled to more than one vote on a poll need not use all his/her votes or cast all the votes he/she uses in the same way.
8. Where there are joint holders of any share, any one of such joint holders may vote, 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 any meeting the vote of the senior holder 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 joint holding.
9. 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 certified copy of that power or authority, must be delivered 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 appointed for holding the meeting or any adjournment thereof (as the case may be).
10. Completion and return of this form of proxy will not preclude you from attending and voting in person at the meeting if you so wish. In the event that you attend the meeting after having lodged this form of proxy, this form of proxy will be deemed to have been revoked.
11. Pursuant to Rule 13.39(4) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, any vote of shareholders at a general meeting must be taken by poll except where the chairman of the meeting, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands.
12. The full text of the above resolution is set out in the notice of the meeting dated January 22, 2025.

PERSONAL INFORMATION COLLECTION STATEMENT

(i) “Personal Data” in this statement 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 are supplied to the Company on a voluntary basis and will be used in connection with your appointment of proxy and other instructions. If you fail to provide sufficient information, the Company may not be able to process your appointment of proxy and other instructions.
(iii) Your/your proxy's Personal Data may be disclosed or transferred by the Company to its subsidiaries, its share registrar, and/or other companies or bodies for any of the stated purposes, 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 acknowledged that you have: (1) informed your proxy of the purpose for and manner in which his/her Personal Data may be used; and (2) obtained your proxy's express consent to use his/her Personal Data for such purpose and in such manner.
(v) You/your proxy have/has the right to request access to and/or correction of your/your proxy's Personal Data 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 of Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong.