Qiniu Limited — Proxy Solicitation & Information Statement 2025

Apr 29, 2025

七牛云

Qiniu Limited

七牛智能科技有限公司

(Incorporated in the British Virgin Islands and re-domiciled and continued in the Cayman Islands with limited liability)

(Stock code: 2567)

Form of Proxy for use at the Annual General Meeting to be held on Wednesday, May 28, 2025

I/We, (Note 1)

of

being the registered holder(s) of shares (Note 2)

of US$0.0001 each in the share capital of Qiniu Limited (the "Company"), HEREBY APPOINT THE CHAIRMAN OF THE MEETING (Note 4)

or

of

as my/our proxy to attend the Annual General Meeting (and any adjourned meeting) of the Company to be held at Floors 1-4, Building Q, No. 66 Boxia Road, Pudong New District Shanghai, PRC on Wednesday, May 28, 2025 at 2:00 p.m. for the purposes of considering and, if thought fit, passing the resolutions as set out in the notice convening the said meeting and at such meeting (and at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of the resolutions as indicated below.

| ORDINARY RESOLUTIONS | | FOR
(Notes 5 & 6) | AGAINST
(Notes 5 & 6) |
| --- | --- | --- | --- |
| 1. | To consider, receive and adopt the audited consolidated financial statements of the Company and the reports of the directors and auditor for the year ended December 31, 2024. | | |
| 2. | To re-elect Mr. Lyu Guihua as a non-executive director of the Company. | | |
| 3. | To re-elect Mr. Wei Shaojun as an independent non-executive director of the Company. | | |
| 4. | To re-elect Mr. Zhou Zheng as an independent non-executive director of the Company. | | |
| 5. | To re-elect Dr. Shi Qing as an independent non-executive director of the Company. | | |
| 6. | To authorize the board of directors of the Company to fix the respective directors’ remuneration. | | |
| 7. | To re-appoint Ernst & Young as auditor of the Company and to authorize the board of directors of the Company to fix the auditor’s remuneration. | | |
| 8. | To give a general mandate to the directors of the Company to purchase the Company’s shares not exceeding 10% of the total number of issued shares (excluding treasury shares, if any) of the Company as at the date of passing of this resolution (the “Repurchase Mandate”). | | |
| 9. | To give a general mandate to the directors of the Company to issue, allot and deal with additional shares (including any sale or transfer of treasury shares held under the name of the Company, if any) of the Company not exceeding 20% of the total number of issued shares (excluding treasury shares, if any) of the Company as at the date of passing of this resolution (the “Issue Mandate”). | | |
| 10. | Conditional upon the passing of resolutions nos. 8 and 9, to extend the Issue Mandate granted to the directors of the Company to issue, allot and deal with additional shares in the capital of the Company (including any sale or transfer of treasury shares held under the name of the Company, if any) by the aggregate number of shares repurchased by the Company under the Repurchase Mandate. | | |

Dated this __ day of __ 2025.

Signature (Note 7): _________

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS.
2. Please insert the number of shares of the Company registered in your name(s). 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).
3. Any member of the Company entitled to attend and vote at the meeting is entitled to appoint another person as his/her/its proxy to attend and vote instead of him/her/it. The proxy need not be a member of the Company but must attend the meeting in person to represent the member.
4. If any proxy other than the chairman of the meeting is preferred, strike out the words “THE CHAIRMAN OF THE MEETING” here inserted and insert the name and address of the proxy desired in the space provided. A member of the Company who is the holder of two or more shares may appoint more than one proxy to attend and vote on his/her/its behalf at the meeting provided that if more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE MEETING WILL ACT AS YOUR PROXY. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.
5. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTIONS, TICK THE APPROPRIATE BOXES MARKED “FOR”. IF YOU WISH TO VOTE AGAINST ANY RESOLUTIONS, TICK THE APPROPRIATE BOXES MARKED “AGAINST”. Failure to complete any or all the boxes will entitle your proxy to cast his/her votes 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 convening the meeting.
6. All resolutions will be put to vote by way of poll at the meeting. Every member of the Company present in person (in the case of a member being a corporation, by its duly authorized representative) or by proxy shall have one vote for every fully paid share of which he/she/it is the holder. A person entitled to more than one vote on a poll need not use all his/her votes or cast all the votes he/she uses in the same way and in such cases, please state the relevant number of shares in the appropriate box(es) above.
7. This form of proxy must be signed by you or your attorney duly authorized in writing or, in the case of a corporation, must be either executed under its common seal or under the hand of an officer or attorney duly authorized.
8. To be valid, this form of proxy together with the power of attorney (if any) 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 in Hong Kong. Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than 48 hours before the time appointed for holding this meeting or the adjourned meeting.
9. In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of votes of the other joint holder(s) and for this purpose seniority will be determined by the order in which the names of the joint holders stand in the Register of Members of the Company in respect of the joint holding.
10. Completion and delivery of the form of proxy will not preclude you from attending and voting at the meeting and, in such event, the form of proxy 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 Annual General Meeting 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 and to such parties who are authorized 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 Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong.