NetDragon Websoft Holdings Limited — Proxy Solicitation & Information Statement 2018

Apr 19, 2018

NetDragon Websoft Holdings Limited 網龍網絡控股有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 777)

FORM OF PROXY FOR ANNUAL GENERAL MEETING

I/We[1] of

eachbeinginthetheregisteredcapital ofholder(s)NetDragonof Websoft Holdings Limited (the “ Company ”), HEREBY APPOINT THE CHAIRMANshares[2] (the OF“ Share THE”) MEETINGof US$0.01[3] , or of

as my/our proxy to attend and act for me/us and on my/our behalf at the annual general meeting (the “ Meeting ”) of the Company to be held at Plaza Meeting Room, Regus Conference Centre, 35/F, Central Plaza, 18 Harbour Road, Wanchai, Hong Kong on Thursday, 24 May 2018 at 3:00 p.m. (or at any adjournment thereof) for the purpose of considering and, if thought fit, passing the resolutions as set out in the notice convening the Meeting and at the Meeting (or at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of such resolutions as hereunder indicated, and, if no such indication is given, as my/our proxy thinks fit. My/our proxy will also be entitled to vote on any matter properly put to the Meeting in such manner as he/she thinks fit.

			ORDINARY RESOLUTIONS		FOR4	FOR4	AGAINST4	AGAINST4
	1.	To receive and approve the audited consolidated financial statements of the Company and its
		subsidiaries for the year ended 31 December 2017 and the reports of the		directors and auditors of the
		Company for the year ended 31 December 2017
	2.	To approve the recommended final dividend for the year ended 31 December 2017
	3.	To re-appoint Messrs. Deloitte Touche Tohmatsu as the auditors of the Company and to authorise the
		board of directors to fix their remuneration
	4.	A.	To re-elect Liu Luyuan as executive director of the Company
		B.	To re-elect Zheng Hui as executive director of the Company
		C.	To re-elect Lee Kwan Hang as independent non-executive director of the Company
		D.	To authorise the board of directors to fix the remuneration of the directors of the Company
			for the year ending 31 December 2018
	5.	A.	To grant a general and unconditional mandate to the directors to issue, allot and		otherwise
			deal with the Company’s Shares
		B.	To grant a general and unconditional mandate to the directors	to buy back the Company’s
			Shares
		C.	To add the nominal amount of the Shares bought back by the Company to the mandate granted
			to the directors under resolution no. 5A
		D.	To adopt the new share option scheme of the Company

Signature[5] Date

Notes:

1. Full name(s) and address(es) must be inserted in BLOCK CAPITALS. The names of all joint registered holders should be stated.

2. Please insert the number of Shares registered in your name(s) to which this proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all Shares registered in your name(s).

3. If any proxy other than the Chairman of the Meeting is preferred, strike out “the Chairman of the Meeting” and insert the name and address of the proxy desired in the space provided. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

4. IMPORTANT: If you wish to vote for a resolution, please tick (“� ”) the box marked “For”. If you wish to vote against a resolution, please tick (“�”) the box marked “Against”. If no direction is given, your proxy may vote or abstain as he/she thinks fit. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the Meeting other than referred to the notice convening the Meeting.

5. This form of proxy must be signed by you or your attorney duly authorized in writing or, in the case of a corporation, must be either under its common seal or under the hand of an officer, attorney or other person duly authorized to sign the same.

6. In order to be valid, this form of proxy together with the notarially certified power of attorney (if any) or other authority (if any) under which it is signed, must be lodged with the branch share registrar of the Company in Hong Kong, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not later than 48 hours before the time appointed for holding of the Meeting or the adjourned Meeting.

7. In the case of joint registered holders of any Shares, any one of such persons may vote at the Meeting, either personally or by proxy, in respect of such Shares as if he/she was solely entitled thereto; but if more than one of such joint registered holders be present at the Meeting, either personally or by proxy, that one of the said persons so present whose name stands first on the register of members in respect of such Shares shall be accepted to the exclusion of the votes of the other joint registered holders.

8. The proxy need not be a member of the Company but must attend the Meeting in person to represent you.

9. Completion and return of this form will not preclude you from attending and voting at the Meeting if you so wish. If you attend and vote at the Meeting, the authority of your proxy will be revoked.