Qian Xun Technology Limited — Proxy Solicitation & Information Statement 2025

Jan 10, 2025

Ruicheng (China) Media Group Limited

瑞誠（中國）傳媒集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1640)

Form of proxy for use at the Extraordinary General Meeting (the "EGM") to be held on Monday, 27 January 2025 at 11:30 a.m. and at any adjournment thereof

I/We (Note 1)

of

being the registered holder(s) of (Note 2) _________ share(s) of HK$0.01 each in the share capital of Ruicheng (China) Media Group Limited (the "Company") HEREBY APPOINT THE CHAIRMAN OF THE MEETING or (Note 3)

of

as my/our proxy to attend and vote for me/us at the EGM of the Company to be held at Suite 1201, 12/F, 1111 King's Road, Taikoo Shing, Hong Kong on Monday, 27 January 2025 at 11:30 a.m. (and at any adjournment thereof) on the undermentioned resolutions as indicated below. Unless otherwise indicated, capitalised terms used in this form of proxy shall have the same meaning as those defined in the circular of the Company dated 10 January 2025 (the "Circular").

The full text of the resolutions is set out in the notice convening the EGM dated 10 January 2025 which was enclosed in the Circular.

Ordinary Resolution		For (Note 4)	Against (Note 4)
1.	To approve, confirm and ratify the Placing Agreement (a copy of which is initialed by the chairman of the EGM for identification purpose has been tabled at the EGM) and all the transactions contemplated thereunder; and, subject to the Listing Committee granting the listing of, and permission to deal in, the Conversion Shares, the granting of a specific mandate to the Directors to allot and issue the Conversion Shares; and the granting of authorisation to any one of the Directors to do all such acts and things, to sign and execute such documents or agreements on behalf of the Company and to do such other things and to take all such actions as he/she considers necessary, appropriate, desirable and expedient for the purposes of giving effect to or in connection with the Placing Agreement and all transactions contemplated thereunder.
Special Resolution		For (Note 4)	Against (Note 4)
2.	Subject to and conditional upon the approval of the Registrar of Companies in the Cayman Islands, to change the English name of the Company from “Ruicheng (China) Media Group Limited” to “Qian Xun Technology Limited”, and the Chinese name “千循科技有限公司” to be adopted and registered as the dual foreign name of the Company in place of its existing Chinese name “瑞誠(中國)傳媒集團有限公司” with effect from the date of registration, and the granting of authorisation to any one of the Directors to do all such acts and things and execute all such documents, including under seal where appropriate, which he/she may consider necessary, desirable or expedient for the purpose of, or in connection with, the implementation of and giving effect to the change of the name of the Company and to attend to any necessary registration and/or filing for and on behalf of the Company.

Dated this __ day of __ 2025

Signature(s) (Note 5):

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS as shown in the register of members of the Company.
2. Please insert the number of shares registered in your name(s). If no number is inserted, the form of proxy will be deemed to relate to all the shares in the Company registered in your name(s).
3. If any proxy other than the Chairman is preferred, strike out "THE CHAIRMAN OF THE MEETING or" 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. A Shareholder may appoint one or, if he is the holder of two or more shares, more proxies to attend the EGM and vote for him. Any alteration made to this form of proxy must be initialed by the person who signs it. A proxy need not be a member of the Company but must be present in person to represent the member.
4. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, PLEASE TICK THE BOX MARKED "FOR" BESIDE THE APPROPRIATE RESOLUTION. IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, PLEASE TICK THE BOX MARKED "AGAINST" BESIDE THE APPROPRIATE RESOLUTION. If you do not indicate how you wish your proxy to vote, your proxy will be entitled to exercise his/her discretion or to abstain. Your proxy will also be entitled to vote at his/her discretion or to abstain on any resolution properly put to the meeting other than those referred to in the notice convening the EGM.
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 common seal or under the hand of its legal representative, director(s) or duly authorised attorney(s) to it.
6. In the case of joint holders of any shares in the Company, any one of such joint holders may vote at the EGM, either personally or by proxy, in respect of such shares as if he/she was solely entitled thereto, but if more than one of such joint holders are present at the EGM, either personally or by proxy, that one of the said persons so present being the most or, as the case may be, the more senior shall alone be entitled to vote in respect of the relevant joint holding and, for this purpose, seniority shall be determined by reference to the order in which the names of the joint holders stand on the register of members of the Company in respect of the relevant joint holding.

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1. In order to be valid, this form of proxy, together with any power of attorney or other authority (if any) under which it is signed or a notarially certified copy thereof, must be deposited at the Company's branch share registrar and transfer office in Hong Kong, Union Registrars Limited, at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King's Road, North Point, Hong Kong, not less than 48 hours before the time appointed for holding of the EGM or any adjournment thereof.

2. Completion and deposit of this form of proxy will not preclude you from attending and voting in person at the EGM if you so wish.

PERSONAL INFORMATION COLLECTION STATEMENT

(i) "Personal Data" in this statement has the same meaning as "personal data" in the Personal Data (Privacy) Ordinance, Chapter 486 of the Laws of Hong Kong ("PDPO").

(ii) Your supply of your and your proxy's (or proxies') Personal Data is on a voluntary basis for the purposes of processing your request for the appointment of a proxy (or proxies) and your voting instructions for the EGM (the "Purposes").

(iii) We may transfer your and your proxy's (or proxies') Personal Data to the Share Registrar, our subsidiaries, agent, contractor, and/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') Personal Data will be retained for such period as may be necessary to fulfil the Purposes and for verification and record purposes.

(iv) You have the right to request for access to and/or correction of the relevant personal data can be made in accordance with the provisions of the PDPO and any such request should be in writing by mail to Union Registrars Limited at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King's Road, North Point, Hong Kong (Attention: Personal Data Privacy Officer) or by email to info@unionregistrars.com.hk.