Newborn Town Inc. — Proxy Solicitation & Information Statement 2021

Nov 26, 2021

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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 Friday, 17 December 2021

I/We [(Note][1)]

of

being the registered holder(s) of [(Note][2)] (the “ Company ”), HEREBY APPOINT [(Note][3)] the chairman of the Meeting, or failing him of

shares of US$0.0001 each in the capital of Newborn Town Inc.

as my/our proxy to attend and vote for me/us and on my/our behalf at the first extraordinary general meeting of 2021 (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 Friday, 17 December 2021 at 10:00 a.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)	AGAINST(Note 4)
1.	To consider and,	if thought fit, to approve the Company entering		into the Equity Transfer
	Agreement with BGFB Limited and the transactions contemplated thereunder.
2.	Conditional upon the Stock Exchange having granted the listing of and permission to				deal
	in the Consideration Shares on the Stock Exchange, the grant of the Specific Mandate to the
	Directors to allot	and issue the Consideration Shares to the Vendor		(or its nominee) pursuant
	to the Equity Transfer		Agreement be and is hereby approved. The Specific Mandate is in
	addition to, and shall not prejudice nor revoke any general or specific mandate(s) which
	has/have been granted or may from time to time be granted			to the Directors by the
	Shareholders prior to the passing of this resolution.
3.	The Directors (or a duly authorised committee thereof) be and are hereby generally				and
	unconditionally authorised to do all such further acts and things and to sign and execute all
	such other or further documents or agreements and to take all such steps which, in the
	opinion of the Directors (or a duly authorised committee thereof), may be necessary,
	appropriate, desirable or expedient to implement and/or give effect to the terms of, or the
	transactions contemplated by, the Equity Transfer Agreement and the allotment and issue of
	the Consideration Shares to the Vendor (or its nominee), and to			agree to such variation,
	amendments or waiver		of matters relating thereto as are, in the opinion of the Directors (or
	a duly authorised committee thereof), in the interests of the Company.

Dated this day of 2021 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

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 (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 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.