MOG Digitech Holdings Limited — Proxy Solicitation & Information Statement 2021

Apr 7, 2021

SHANGHAI INTERNATIONAL SHANGHAI GROWTH INVESTMENT LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 770)

FORM OF PROXY FOR ANNUAL GENERAL MEETING

I/We [(Note 1)]

of

being the registered holder(s) of [(Note 2)] hereby appoint [(Note 3)]

shares of US$0.10 each in the share capital of the Company,

of

or failing him, the Chairman of the Meeting, as my/our proxy to attend the Annual General Meeting, or at any adjournment thereof, of the Company to be held at the Ball Room, 1/F, South Pacific Hotel, 23 Morrison Hill Road, Wanchai Hong Kong on Tuesday, 18 May 2021 at 10:00 a.m. and vote for me/us on my/our behalf in respect of the undermentioned resolutions as indicated [(Note 4)] :

May	2021 at 10:00 a.m. and vote for me/us on my/our behalf in respect of the undermentio	ned resolutions as in	dicated_(Note 4)_:
	ORDINARY RESOLUTIONS	FOR (Note 4)	AGAINST (Note 4)
1.	To receive and adopt the audited financial statements of the Company together with the reports of the directors and the auditor for the year ended 31 December 2020.
2.	(i) To re-elect Dr. HUA Min as an independent non-executive director of the Company.
	(ii) To re-elect Mr. YICK Wing Fat Simon as an independent non-executive director of the Company.
	(iii)To authorise the Board of Directors to fix directors’ remuneration.
3.	To re-appoint Ernst & Young as auditor of the Company and to authorise the Board of Directors to fix its remuneration.
4.	To grant a general mandate to the Directors to repurchase the Company’s shares not exceeding 10% of the total number of issued shares of the Company as at the date ofpassingof this resolution.
5.	To grant a general mandate to the Directors to issue, allot and deal with additional shares not exceeding 20% of the total number of issued shares of the Companyas at the date ofpassingof this resolution.
6.	To extend the general mandate granted to the Directors to issue, allot and deal with additional shares of the Company under resolution no. 5 to include the number of shares repurchased pursuant to the general mandate to repurchase shares under resolution no. 4.

Signature:

Date:

, 2021

Notes:

1. Full name(s) and address to be inserted in block capitals. The names of all joint registered holders should be stated.

2. Please insert the number of shares of US$0.10 each in the Company 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 Company registered in your name(s).

3. A proxy need not be a member of the Company. A member is entitled to appoint a proxy of his own choice to attend and vote instead of him. If such an appointment is made, delete the words “or failing him, the Chairman of the Annual General Meeting” and insert the name and address of the person appointed as proxy in the space provided. If no name is inserted, the Chairman of the Meeting will act as your proxy. Any alteration made to this form of proxy must be initialed by the person who signs it.

4. Please indicate with a “✓” in the appropriate space beside each of the resolutions how you wish the proxy to vote on your behalf. If this form is returned duly signed but without any indication, the proxy will vote for or against the resolution or will abstain at his discretion.

5. To be valid, this form together with the power of attorney, if any, or other authority, if any, under which it is signed or a notarially certified copy thereof, must be lodged with the share registrar of the Company in Hong Kong Tricor Secretaries Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time for holding the Meeting or any adjournment thereof as the case may be. In the event that you attend the Annual General Meeting after having lodged this proxy form, this proxy form will be deemed to be have been revoked.

6. In the 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 the vote(s) 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 in respect of the joint holding.

7. 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 either under its common seal or under the hand of any officer or attorney or other person duly authorised.

8. All times and dates referred to in this form of proxy refer to Hong Kong local times 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 Meeting 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 authorised 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 and any such request should be in writing by mail to the Company/or to the Privacy Compliance Officer of Tricor Secretaries Limited at the above address.