MOG Digitech Holdings Limited — Proxy Solicitation & Information Statement 2022

Oct 21, 2022

SHANGHAI INTERNATIONAL SHANGHAI GROWTH INVESTMENT LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 770)

FORM OF PROXY FOR EXTRAORDINARY GENERAL MEETING

I/We [(Note][1)]

of

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

shares of US$0.10 each in the share capital of

the Company, hereby appoint [(Note][3)]

of

or failing him, the Chairman of the Extraordinary General Meeting, as my/our proxy to attend the Extraordinary 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, 29 November 2022 at 10:00 a.m. and vote for me/us on my/our behalf in respect of the undermentioned resolution as indicated [(Note][4)] :

SPECIAL RESOLUTION FOR [(Note][4)] AGAINST [(Note][4)] 1. To approve and adopt the proposed amendments (the “ Proposed Amendments ”) to the memorandum and articles of association of the Company as set out in the Appendix to the circular of the Company dated 24 October 2022 (the “ Circular ”) and the amended and restated memorandum and articles of the Company in the form of the document marked “A” and produced to the meeting (for the purpose of identification initialed by the chairman of this meeting) which consolidates all the Proposed Amendments mentioned in the Circular as the new memorandum and articles of association of the Company to the exclusion of and in substitution of the existing memorandum and articles of association of the Company with immediate effect after the close of this meeting, and to authorise any one director of the Company to do all such acts, deeds, and things and execute all documents he or she may, in his or her absolute discretion, deem fit, to effect and implement the adoption thereof.

I/we do not authorise/also hereby authorise (Note 8) my/our said proxy to vote for me/us on my/our behalf in respect of any other resolution(s) and/or amended resolution(s) in his absolute discretion at the Extraordinary General Meeting, or at any adjournment thereof.

Signature: Date: , 2022

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 Extraordinary 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 Extraordinary General 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 resolution 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 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than 48 hours before the time for holding the Extraordinary General Meeting or any adjournment thereof as the case may be. In the event that you attend the meeting after having lodged this proxy form, this proxy form will be deemed to 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. Please delete whichever is inappropriate, if this form is returned duly signed but without any deletion, the proxy may vote on any other resolution(s) and/ or amended resolution(s) in such manner as he may in his absolute discretion deem fit.

9. 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.