Shanghai Conant Optical Co., Ltd. — Proxy Solicitation & Information Statement 2023

May 23, 2023

Shanghai Conant Optical Co., Ltd. 上海康耐特光學科技集團股份有限公司

(A joint stock company incorporated in the People’s Republic of China with limited liability)

(Stock Code: 2276)

PROXY FORM FOR THE ANNUAL GENERAL MEETING

I/We [(Note][1)] of [(Note][2)]

“being Company the ”),shareholder(s)hereby appointof [(Note][(Note][4)][3)] the chairman of the meeting or of

H shares of Shanghai Conant Optical Co., Ltd. (the

as my/our proxy to attend on my/our behalf at the annual general meeting of the Company (the “ AGM ”) to be held at the Conference Room, 1/F, No. 555 Chuanda Road, Pudong New Area, Shanghai, the PRC on Wednesday, 14 June 2023 at 10:00 a.m. or at any adjourned meeting(s) thereof and vote as indicated below in respect of the resolutions set out in the notice of the AGM. If no such indication is given, my/our proxy will be entitled to vote as he thinks fit.

Unless the context requires otherwise, terms used in this form shall have the same meanings as those defined in the circular of the Company dated24 May 2023 (the “ Circular ”).

		ORDINARY RESOLUTIONS(Note 5)FOR(Note 6)	AGAINST(Note 6)ABSTAIN(Note 6)AGAINST(Note 6)ABSTAIN(Note 6): proxy form will be deemed to be related to all shares of theert the full name(s) and address(es) of the proxy(ies) desiredis a shareholder of the Company or not) as his/her proxy(ies)enior joint shareholder who tenders a vote, whether in person determined as that one of the said persons so present whosehe shareholders (including proxies) attending at the meetingrds of the votes represented by the shareholders (includingion, tick the box marked “AGAINST”. If you wish to abstainhinks fit. Any alteration of this proxy form must be initiated
	1.	To consider and if thought fit, approve the annual report of the Company for the yearended 31 December 2022.
	2.	To consider and if thought fit, approve the report of the board of directors (the “Board”) ofthe Company for the year ended 31 December 2022.
	3.	To consider and if thought fit, approve the report of the supervisory committee of theCompany for the year ended 31 December 2022.
	4.	To consider and if thought fit, approve the consolidated financial statements of theCompany and its subsidiaries and the report of the auditor of the Company for the yearended 31 December 2022.
	5.	To consider and if thought fit, approve the re-appointment of Ernst & Young as theauditor of the Company until the conclusion of the next annual general meeting of theCompany and to authorise the Board to fix their remuneration.
	6.	To consider and if thought fit, approve the payment of a final dividend for the year ended31 December 2022 of RMB0.15 per share (tax inclusive).
	7.	To consider and if thought, approve the resolution in relation to the remunerationproposal of Ms. Zhao Xiaoyun, a non-executive director of the Company.
		SPECIAL RESOLUTIONS(Note 5)FOR(Note 6)
	8.	To consider and if thought fit, approve the grant of the general mandate to the Board toexercise thepower of the Companyto issue, allot and deal with the H shares of the Company.
	9.	To consider and if thought fit, approve the amendments to the Articles of Association asset out in Appendix I to the Circular.
	10.	To consider and if thought fit, approve the amendments to the Articles of Association asset out in Appendix II to the Circular.
	DateNotes:1.2.3.4.5.6.	:2023Signature_(Note 7)_Please insert full name(s) (in Chinese or English) as shown on the register of members of the Company in BLOCK CAPITALS.Please insert registered address(es) as shown on the register of members of the Company in BLOCK CAPITALS.Please insert the number of shares registered in your name(s) and to which this proxy form relates. If no number is inserted, the Company registered in your name(s).If a proxy other than the chairman of the meeting is preferred, please cross out the words “the chairman of the meeting or” and insin the space provided. Any shareholder entitled to attend and vote is entitled to appoint one or more persons (whether such personto attend and vote on his/her behalf. In the case of joint shareholders, any shareholder may sign the proxy form(s). The vote of the sor by proxy, will be accepted to the exclusion of the vote(s) of the other joint shareholder(s) and for this purpose seniority will be name stands first on the register in respect of such share shall alone be entitled to vote in respect thereof.Ordinary resolution shall be passed by shareholders (including proxies) representing more than half of the votes represented by twho have voting rights. Special resolution shall be passed by shareholders (including proxies) representing more than two thiproxies) attending at the meeting who have voting rights.Important: If you wish to vote for a resolution, please tick the appropriate box marked “FOR”. If you wish to vote against a resolutfrom voting on any resolution, tick the box marked “ABSTAIN”. If no indication is given, the proxy will be entitled to vote as he tby the person who sign this proxy form.

1. The appointment of a proxy must be in writing by using this form. This form of proxy must be signed under the hand of the appointer or his/her attorney duly authorised in writing. For a corporate appointer, the form of proxy must be affixed with the common seal or signed by its director or attorney duly authorised in writing. Where a form of proxy is signed on behalf of the appointer by an attorney, the power of attorney authorizing that attorney to sign or other instruments of authorization shall be notarised.

2. This proxy form shall only be valid if it is returned to the H Share registrar of the Company, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, as soon as possible but in any event not less than 24 hours before the time appointed for the holding of the AGM or any adjournment thereof. If no indication is given, the proxy will be entitled to vote or abstain as he thinks fit. 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 of the AGM. Completion and delivery of this proxy form will not preclude you from attending and voting in person at the AGM or any adjournment thereof if they so wish and, in such event, the form of proxy shall be deemed to be revoked.

3. For the purpose of determining the entitlement to attend and vote in person at the AGM, the register of members of the Company will be closed from Thursday, 8 June 2023 to Wednesday, 14 June 2023 (both days inclusive), during which period no transfer of shares can be registered. All transfers documents accompanied by the relevant share certificates must be lodged with the H share registrar of the Company, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Wednesday, 7 June 2023.

4. The resolutions at the AGM will be taken by poll pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Listing Rules ”). The results of the poll will be published on the designated website of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the website of the Company (www.conantoptical.com.cn) in accordance with the Listing Rules.