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Phancy Group Co., Ltd. — Proxy Solicitation & Information Statement 2026
May 26, 2026
51031_rns_2026-05-26_a56be4f1-37ef-4795-bea8-a43cffd0c152.pdf
Proxy Solicitation & Information Statement
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范式
PHANCY
Phancy Group Co., Ltd.
範式智能技術集團股份有限公司
(formerly known as "Beijing Fourth Paradigm Technology Co., Ltd.北京第四範式智能技術股份有限公司")
(a joint stock company incorporated in the People's Republic of China with limited liability)
(Stock code: 6682)
FORM OF PROXY FOR THE ANNUAL GENERAL MEETING
TO BE HELD ON JUNE 16, 2026
I/We (Note 1)
of
being the registered holder(s) of __, unlisted shares/H Shares (Note 2) in the share capital of Phancy Group Co., Ltd. (the "Company") hereby appoint the chairman of the meeting (Note 3) or __ as my/our proxy to attend, act and vote for me/us and on my/our behalf as directed below at the annual general meeting (the "AGM") of the Company to be held at Conference Room, Level 2, Block A, Hongyuan New Era, Shangdi West Road, Haidian District, Beijing, PRC on Tuesday, June 16, 2026 at 2:00 p.m. (and at any adjournment thereof) as hereunder indicated in respect of the resolutions set out in the notice of the AGM dated May 26, 2026 (the "Notice"). Unless otherwise defined, capitalized terms used in this form of proxy shall have the same meanings as those defined in the circular of the Company dated May 26, 2026.
Please tick (✓) the appropriate boxes to indicate how you wish your vote(s) to be cast (Note 4).
| ORDINARY RESOLUTIONS | FOR | AGAINST | ABSTAIN | |
|---|---|---|---|---|
| 1. | To consider and approve the annual report for 2025. | |||
| 2. | To consider and approve the report of the Board of Directors for 2025. | |||
| 3. | To consider and approve the financial report for 2025. | |||
| 4. | To consider and approve the proposed profit distribution plan for 2025. | |||
| 5. | To consider and approve the proposed re-appointment of Rongcheng (Hong Kong) CPA Limited as the auditor of the Company for the year 2026 and to authorize the Audit Committee to determine their remuneration. | |||
| 6. | To consider and approve the resolution on the provision of expected guarantee limits to wholly-owned subsidiaries for 2026. | |||
| SPECIAL RESOLUTIONS | FOR | AGAINST | ABSTAIN | |
| 7. | To consider and if thought fit, pass with or without amendments, the resolution regarding the proposed grant of general mandate to repurchase H Shares. | |||
| 8. | To consider and if thought fit, pass with or without amendments, the resolution regarding the proposed grant of general mandate to (i) issue Shares; and (ii) sell and/or transfer treasury shares. | |||
| 9. | To consider and approve the resolution on the proposed amendments to the Articles of Association. |
Date: ___ 2026
Signature(s) (Note 8)
Notes:
- Full name(s) and address(es) to be inserted in BLOCK CAPITALS. The names of all joint holders should be stated.
- Please delete as appropriate and insert the number of shares 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). If more than one proxy is appointed, the number of shares in respect of which each such proxy so appointed must be specified.
- If any proxy other than the chairman of the meeting is preferred, please strike out the words "the Chairman of the meeting" and insert the name and address of the proxy desired in the space provided. A member entitled to attend and vote at the AGM may appoint more than one proxy (who must be an individual) to attend and vote on his behalf, provided that if more than one proxy is so appointed, the appointment shall specify the number of shares in respect of which each such proxy is so appointed. A proxy need not be a member of the Company. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.
- 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 YOU WISH TO ABSTAIN FROM VOTING ON ANY RESOLUTION, PLEASE TICK (✓) THE BOX MARKED "ABSTAIN". If no direction is given, your proxy will vote or abstain at his discretion. In calculating the poll results, abstention will not be counted as voting for or against a resolution at the AGM. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the AGM other than those referred to in the Notice.
- The full text of the resolutions referred to above appears in the notice of the AGM dated May 26, 2026.
- This form of proxy must be signed by you or your attorney duly authorised in writing. In case of a corporation, the same must be either under its seal or under the hand of an officer, attorney or other person duly authorised.
- Where there are joint registered holders of any share, any one of such persons may vote at the AGM, either personally or by proxy, in respect of such share as if he were solely entitled thereto; but if more than one of such joint holders be present at the AGM personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such shares shall alone be entitled to vote in respect thereof.
- In order to be valid, the form of proxy together with the power of attorney or other authority, if any, under which it is signed or a certified copy of that power of attorney or authority, must be deposited at the Company's H Share Registrar in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than 24 hours before the time appointed for the meeting or the adjourned meeting (as the case may be) (i.e. not later than 2:00 p.m. on Monday, June 15, 2026 (Hong Kong time)).
- Completion and return of the form of proxy shall not preclude a shareholder of the Company from attending and voting in person at the meeting and, in such event, the instrument appointing a proxy shall be deemed to be revoked.
- References to time and dates in this form of proxy are to Hong Kong time and dates.
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 AGM of the Company (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 for use in connection with the Purposes 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. Request for access to and/or correction of the relevant personal data can be made in accordance with the provisions of the Personal Data (Privacy) Ordinance and any such request should be in writing by mail to the Company/Tricor Investor Services Limited at the above address.