Newborn Town Inc. — Proxy Solicitation & Information Statement 2022

Mar 16, 2022

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NEWBORN TOWN INC. 赤子城科技有限公司

(Incorporated in Cayman Islands with limited liability)

(Stock Code: 9911)

Form of proxy for use by shareholders at the Extraordinary General Meeting to be held on 31 March 2022

I/We [(Note][1)]

of

being the registered holder(s) of [(Note][2)] shares of Town Inc. (the “ Company ”), HEREBY APPOINT [(Note][3)] the chairman of the EGM, or failing him of

shares of US$0.0001 each in the capital of Newborn

as my/our proxy to attend and vote for me/us and on my/our behalf at the extraordinary general meeting of the Company (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 31 March 2022 at 10:00 a.m. (the “ EGM ”) in respect of the resolutions set out in the notice convening the EGM (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.

	1. To consider and, if thought fit, to approve the establishment of the Fund under the Partnership Agreement.
	2. 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 establishment of the Fund under the Partnership Agreement as are, in the opinion of the Directors (or a duly authorised committee thereof), in the interests of the Company.
	3. To grant the Share Options to Mr. LIU Chunhe under the Share Option Scheme to subscribe for 24,000,000 Shares.
	4. To grant the Share Options to Mr. LI Ping under the Share Option Scheme to subscribe for 6,000,000 Shares.
	Dated this	day of	2022 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 EGM is preferred, delete words “the chairman of the EGM, 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 EGM 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 EGM 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 must be deposited at the Hong Kong branch share registrar and transfer office of the Company, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong together with the power of attorney or other authority (if any) under which it is signed (or a notarially certified copy thereof) not less than 48 hours before the time appointed for the holding of the above meeting (i.e. before 10:00 a.m. on 29 March 2022) or any adjournment thereof. The completion and return of the form of proxy shall not preclude shareholders of the Company from attending and voting in person at the above meeting (or any adjourned meeting thereof) if they so wish.

7. Where there are joint registered holders of any share(s) of the Company, any one of such persons may vote at the EGM, 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 EGM, 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 EGM in person to represent you.

9. Completion and return of this form of proxy will not preclude you from attending and voting at the EGM 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 EGM (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.