Newborn Town Inc. — Proxy Solicitation & Information Statement 2020

Jun 11, 2020

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NEWBORN TOWN INC. 赤子城科技有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 9911)

Form of proxy for use by shareholders at the Extraordinary General Meeting to be held on Monday, 29 June 2020

I/We [(Note][1)] of being the registered holder(s) of [(Note][2)] shares of US$0.0001 each in the capital of Newborn Town Inc. (the “ Company ”), HEREBY APPOINT [(Note][3)] the chairman of the Meeting, or failing him of as my/our proxy to attend and vote for me/us and on my/our behalf at the first extraordinary general meeting of 2020 (or at any adjournment thereof) (as the case may be) to be held at 12/F, Tower A, CEC Development Building, Sanyuanqiao, Chaoyang District, Beijing, PRC on Monday, 29 June 2020 at 2:00 p.m. (the “ Meeting ”) in respect of the resolutions set out in the notice convening the Meeting (the “ Notice ”) to vote for me/us and in my/our name(s) in respect of the resolutions as indicated below, and, if no such indication is given, as my/our proxy thinks fit.

			ORDINARY RESOLUTIONS FOR(Note 4) AGAINST(Note 4)	ORDINARY RESOLUTIONS FOR(Note 4) AGAINST(Note 4)	ORDINARY RESOLUTIONS FOR(Note 4) AGAINST(Note 4)	ORDINARY RESOLUTIONS FOR(Note 4) AGAINST(Note 4)
		1. To consider and, if thought fit, to approve the Company entering into the Equity
		Transfer Agreement with Phoenix Fortune and the transactions contemplated
		thereunder.
		2. To consider and, if thought fit, to approve the Company entering into the Convertible
		Loan Investment with Mr. Ye Chunjian and Mico and the transactions contemplated
		thereunder, including the Conversion.
	Dated this		day of 2020 Signature(s) (Note 5):
	Notes :
	1.	Full	name(s) and address(es) to 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). If no number is inserted, this form of proxy will be deemed to relate to all the shares				in the capital
		of the Company registered in your name(s).
	3.	If any proxy other than the chairman of the Meeting is preferred, delete words “the chairman of the Meeting, or failing him” and insert the name and address
		of the proxy desired in the space provided. If no name is inserted, the chairman of the Meeting will act as your proxy.
	4.	IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, PLEASE TICK THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST
		ANY RESOLUTION, PLEASE TICK THE BOX MARKED “AGAINST”. Failure to tick a 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.
	5.	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 executed under its seal
		or under the hand of any officer or attorney or other person duly authorised to sign the same. 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. **ANY ALTERATION MADE TO THIS FORM OF **			PROXY MUST BE INITIALLED
		BY THE PERSON WHO SIGNS IT.
	6.	In order to be valid, a form of proxy, together with any power of attorney or other authority, if any, under which it is signed, or a certified copy of such power
		or authority, must be deposited at the Company’s branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited,
		at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, as soon as practicable but in any event		not later than 48 hours (excluding any
		part	of a day that is a public holiday) before the time for holding the Meeting.
	7.	Where there are joint registered holders of any share(s) of the Company, any one of such persons may vote at the Meeting, either personally or				by proxy, in
		respect of such share(s) as if he/she were solely entitled thereto, but if more than one of such joint holders are present at the Meeting, 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 share(s) shall alone be entitled to vote in respect
		thereof.
	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 of proxy will not preclude you from attending and voting at the Meeting if you so wish and in such event, the proxy form
		shall	be deemed to be revoked.

PERSONAL INFORMATION COLLECTION STATEMENT

Youra proxysupply(or proxies)of your andand youryour proxy’svoting instructions(or proxies’)forname(s)the Meetingand address(es)(the “ Purposes is on ”).a voluntaryWe may transferbasis foryourthe purposeand yourofproxy’sprocessing(or proxies’)your requestname(s)for theandappointmentaddress(es) ofto our agent, contractor, or third party service provider who provides administrative, computer and other services to us 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. You/your proxy (or proxies) has/have the right to request access to and/or correction of the relevant personal data in accordance with the provisions of the Personal Data (Privacy) Ordinance and any such request should be in writing by mail to Computershare Hong Kong Investor Services Limited at the above address.