Q Technology (Group) Company Limited — Proxy Solicitation & Information Statement 2022

Dec 7, 2022

==> picture [78 x 72] intentionally omitted <==

Q TECHNOLOGY (GROUP) COMPANY LIMITED ������������

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1478)

FORM OF PROXY FOR THE EXTRAORDINARY GENERAL MEETING

I/We (Please insert name in block capital letters) of (Address)

being the registered holder(s) of (see Note 1) ordinary shares of HK$0.01 each in the capital of Q Technology (Group) Company Limited (the ‘‘Company’’), hereby appoint (Name) of (Address)

or failing him/her, the Chairman of the general meeting (see Note 2), as my/our proxy to attend and vote for me/us on my/our behalf at the extraordinary general meeting of the Company (the ‘‘EGM’’) to be held at Room 901, 9/F, Block 4C, Software Industrial Base, Xuefu Road, Nanshan District, Shenzhen, the PRC on Friday, 30 December 2022 at 10:30 a.m. and at its adjourned meeting. My/Our proxy is authorized and instructed to vote as indicated (see Note 3) in respect of the under-mentioned resolution:

Ordinary Resolution (see Note 3) For Against (a) the proposed spin-off of Kunshan QTech Microelectronics Co., Ltd.,（昆山丘鈦微電子科 技股份有限公司）(‘‘Kunshan QT China’’), a wholly-owned subsidiary of the Company, and a separate listing of the shares of Kunshan QT China on the ChiNext Market of the Shenzhen Stock Exchange by way of the issuance and offering of new shares of Kunshan QT China (the ‘‘Proposed Spin-off’’) be and is hereby approved; and (b) any one director of the Company be and is hereby authorized on behalf of the Company to do all such acts and sign all such documents and to enter into all such transactions and arrangements as may be necessary or expedient in order to ensure smooth implementation of and to give effect to the Proposed Spin-off.

• For the full text of the proposed resolution, please refer to the notice of the EGM as contained in the Company’s circular dated 8 December 2022.

Shareholder’s signature(s) (see Note 5):

Dated this day of 2022

Notes:

1. 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).

2. A member of the Company (the ‘‘Member’’ or ‘‘Shareholder’’) may appoint one (or, if he/she/it holds two or more shares in the Company, more than one) proxy of his/ her/its own choice. If such an appointment is made, please insert the name of the person appointed as proxy in the space provided. A proxy need not be a Member. If more than one proxy is appointed, the original form of proxy may be photocopied for use.

3. 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 the resolution properly put to the EGM other than those referred to in the notice of the EGM.

4. If the appointer is a corporation, this form of proxy must be under common seal or under the hand of an officer, attorney, or other person duly authorized on that behalf.

5. In the case of joint Shareholders, the signature of any one Shareholder will be sufficient but the names of all the joint Shareholders should be stated.

6. 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 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 by the order in which the names stand in the register of members of the Company in respect of the joint holding.

7. To be valid, this form of proxy must be completed, signed and deposited at the Company’s Hong Kong branch share registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, together with a power of attorney or other authority, if any, under which it is signed (or a certified copy thereof), not later than 48 hours before the time for convening the EGM. Completion and return of the form of proxy shall not preclude Members of the Company from subsequently attending and voting in person at the EGM or any of its adjourned meeting.

8. Any alteration to this form of proxy must be initialed by the person who signs it.

9. The Company reserves its right to treat any form of proxy which has been incorrectly completed in some manner as valid if such incorrectness is considered by the Company, at its absolute discretion, not material.

10. A Member’s proxy should produce proof of identity when attending the EGM. If a corporate Member appoints its representative to attend the EGM, such representative should produce proof of identity and a copy of the resolution of the board of directors or governing body of that Member appointing such representative to attend the EGM.