Shanghai Conant Optical Co., Ltd. — Proxy Solicitation & Information Statement 2024

Dec 20, 2024

Conant

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 FIRST EXTRAORDINARY GENERAL MEETING OF 2025

I/We $^{(Note1)}$

of (Note 2)

being the shareholder(s) of $(^{Note3})$ H shares of Shanghai Conant Optical Co., Ltd. (the "Company"), hereby appoint $(^{Note4})$ the chairman of the meeting or

of

as my/our proxy to attend on my/our behalf at the first extraordinary general meeting of 2025 of the Company (the "EGM") to be held at the Conference Room, 1/F, No. 555 Chuanda Road, Pudong New Area, Shanghai, the PRC on Monday, 6 January 2025 at 10 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 EGM. 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 dated 20 December 2024 (the "Circular").

SPECIAL RESOLUTIONS(Note 5)		FOR(Note 6)	AGAINST(Note 6)	ABSTAIN(Note 6)
1.	To consider and approve the proposed adoption of the 2025 Scheme.
2.	To consider and approve the proposed authorisation to the Remuneration Committee as Delegate to handle matters pertaining to the 2025 Scheme.

Date: 2024/2025

Signature(Note 7),

Notes:

1. Please insert full name(s) (in English) as shown on the register of members of the Company in BLOCK CAPITALS.
2. Please insert registered address(es) as shown on the register of members of the Company in BLOCK CAPITALS.
3. Please insert the number of shares registered in your name(s) and to which this proxy form relates. If no number is inserted, the proxy form will be deemed to be related to all shares of the Company registered in your name(s).
4. If a proxy other than the chairman of the meeting is preferred, please cross out the words "the chairman of the meeting or" and insert the full name(s) and address(es) of the proxy(ies) desired in the space provided. Any shareholder entitled to attend and vote is entitled to appoint one or more persons (whether such person is a shareholder of the Company or not) as his/her proxy(ies) to 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 senior joint shareholder who tenders a vote, whether in person or 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 determined as that one of the said persons so present whose name stands first on the register in respect of such share shall alone be entitled to vote in respect thereof.
5. Special resolution shall be passed by shareholders (including proxies) representing more than two thirds of the votes represented by the shareholders (including proxies) attending at the meeting who have voting rights.
6. Important: If you wish to vote for a resolution, please tick the appropriate box marked "FOR". If you wish to vote against a resolution, tick the box marked "AGAINST". If you wish to abstain from voting on any resolution, tick the box marked "ABSTAIN". If no indication is given, the proxy will be entitled to vote as he thinks fit. Any alteration of this proxy form must be initiated by the person who sign this proxy form.
7. 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 authorising that attorney to sign or other instruments of authorisation shall be notarised.
8. 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 EGM 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 EGM other than those referred to in the notice of the EGM. Completion and delivery of this proxy form will not preclude you from attending and voting in person at the EGM or any adjournment thereof if they so wish and, in such event, the form of proxy shall be deemed to be revoked.
9. For the purpose of determining the entitlement to attend and vote in person at the EGM, the register of members of the Company will be closed from Tuesday, 31 December 2024 to Monday, 6 January 2025 (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 Monday, 30 December 2024.
10. The resolutions at the EGM 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.