Netjoy Holdings Limited — Proxy Solicitation & Information Statement 2023

Dec 5, 2023

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NETJOY HOLDINGS LIMITED 雲想科技控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2131)

FORM OF PROXY

FOR USE AT THE EXTRAORDINARY GENERAL MEETING OR AT ANY ADJOURNMENT THEREOF

I/We [(note][1)] of [(note][1)]

being the registered holder(s) of [(note][2)] shares with a nominal value of US$0.00005 each in the share capital of Netjoy Holdings Limited (the “ Company ”), HEREBY APPOINT the chairman of the extraordinary general meeting (the “ EGM ”) of the Company or [(note][3)] of [(note][3)]

as my/our proxy to attend and vote for me/us and on my/our behalf at the EGM to be held at Conference Room, 5/F, No. 3, 396 Guilin Road, Xuhui District, Shanghai, PRC on Friday, December 22, 2023 at 11:00 a.m. or any adjournment thereof, for the purpose of considering and, if thought fit, passing with or without modification, the resolutions as set out in the notice of the EGM and to vote on my/our behalf as hereunder indicated or, if no such indication is given, as my/our proxy thinks fit. My/our proxy will also be entitled to vote on any matters properly put to the EGM in such manner as he/she thinks fit.

		Ordinary Resolutions		For(note 4)		Against(note 4)
	1.	To approve, confirm and ratify the proposed amendments to the	Post-IPO Share
		Option Scheme, a copy of which is produced to the EGM marked “A” and signed
		by the chairman of the EGM for the purpose of identification.
	2.	To approve, confirm and ratify the proposed adoption of Share Award Scheme, a
		copy of which is produced to the EGM marked “B” and signed by the chairman
		of the EGM for the purpose of identification.
	3.	To approve, confirm and ratify the proposed adoption of the Scheme Mandate
		Limit on the total number of Shares that may be issued in respect of all options
		and awards to the participants under all the share schemes of the Company.

Dated:

2023 Signature(s) [(note][5)]

Notes:

1. Full name(s) and address(es) shall be inserted in BLOCK CAPITALS . Please insert the full name(s) of all the joint holder(s).

2. Please insert the number of shares registered in your name(s) to which this form of proxy relates. 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. A member entitled to attend and vote at the EGM is entitled to appoint one or more proxies to attend and vote on his/her behalf provided that if moreother thanthan onethe proxychairmanis soofappointed,the EGM isthepreferred,appointmentstrikeshalloutspecifythe wordsthe number“the chairmanof sharesof ofthewhichextraordinaryeach suchgeneralproxy ismeetingso appointed.(the “ EGM If any”) ofproxythe Company or” and insert the name and address of the proxy desired in the space provided.

4. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, TICK IN THE APPROPRIATE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST A RESOLUTION, TICK IN THE APPROPRIATE BOX MARKED “AGAINST”. Failure to tick a box will entitle your proxy to cast your vote or abstain at his discretion. Your proxy will also be entitled to vote at his discretion on any amendment of a resolution or any resolution properly put to the EGM other than those referred to in the notice of EGM.

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

6. To be valid, the form of proxy and the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power or authority, shall be delivered to the Company’s share registrar in Hong Kong, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than 48 hours before the time appointed for holding the EGM or adjourned extraordinary general 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 EGM (or any adjourned meeting thereof) if they so wish.

7. 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 EGM, 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 is present at the EGM, the vote of the senior holder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holders, and for this purpose, seniority shall be determined as that one of the said persons so present whose name stands first on the register of shareholders in respect of such share shall alone be entitled to vote in respect thereof.

8. A proxy need not be a shareholder of the Company.

9. Any alteration made to this form of proxy must be initialled by the person who signs it.