Tanwan Inc. — Proxy Solicitation & Information Statement 2025

Jul 21, 2025

中旭未来

ZX Inc.

中旭未来

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 9890)

FORM OF PROXY FOR EXTRAORDINARY GENERAL MEETING (OR ANY ADJOURNMENT THEREOF) TO BE HELD ON FRIDAY, AUGUST 8, 2025

I/We (Name) _________ (Block capitals, please)

of (Address) _________

being the holder(s) of _________ (see Note 1) shares of US$0.00002 each in the capital of ZX Inc. (the “Company”)

hereby appoint (Name) _________

of (Address) _________

or failing him/her (Name) _________

of (Address) _________

or failing him/her, the chairman of the meeting (see Note 2) as my/our proxy to attend and vote for me/us and on my/our behalf at the Extraordinary General Meeting of the Company to be held at Board Meeting Room, 66/F, Canton Financial Center, 656 Huangpu Avenue, Tianhe District, Guangzhou, Guangdong, PRC on Friday, August 8, 2025 at 11:00 a.m. and at any adjournment thereof on any resolution or motion which is proposed thereat. My/our proxy is authorized and instructed to vote as indicated (see Note 3) in respect of the undermentioned resolutions:

Special Resolutions*		For (see Note 3)	Against (see Note 3)
1.	THAT subject to and conditional upon the approval of the Registrar of Companies in the Cayman Islands (the “Registrar”), the English name of the Company be changed from “ZX Inc.” to “Tanwan Inc.” and the Chinese name “贪玩” be adopted and registered as the dual foreign name of the Company in place of its existing Chinese name “中旭未来” (the “Change of Company Name”) with effect from the date of the certificate of incorporation on change of name issued by the Registrar, and that any one executive directors of the Company be and is hereby authorised 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 Company Name and to attend to any necessary registration and/or filing for and on behalf of the Company.
2.	THAT conditional upon the resolution numbered 1 above being passed:
(a) the proposed amendments to the Fifth Amended and Restated Memorandum and Articles of Association of the Company (the “Fifth M&A”) currently in effect, the details of which are set out in Appendix to the circular of the Company dated July 21, 2025 (the “Proposed Amendments”), be and are hereby approved;
	(b) the Sixth Amended and Restated Memorandum and Articles of Association incorporating and consolidating the Proposed Amendments (the “Sixth M&A”), a copy of which has been produced to this meeting and initialed by the chairman of the meeting for the purpose of identification, be and are hereby approved and adopted, to become effective as the memorandum and articles of association of the Company upon the Change of Company Name becoming effective, in substitution for, and to the exclusion of, the Fifth M&A currently in effect; and
	(c) any Director or company secretary of the Company be and is hereby authorized to do all such acts and things and execute all such documents, deeds and make all such arrangements that he/she shall, in his/her absolute discretion, deem necessary or expedient to give effect to the Proposed Amendments and the adoption of the Sixth M&A, including, without limitation, attending to the necessary filings with the Registrar of Companies in the Cayman Islands and Hong Kong.

• The full text of the resolutions is set out in the notice of the Extraordinary General Meeting.

Dated ____ this day of ____ , 2025

Signature(s) _________ (see Note 4)

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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 may appoint more than one proxy of his/her own choice. If such an appointment is made, please strike out the words “or failing him/her, the chairman of the meeting”, and insert the name(s) of the person(s) appointed as proxy in space provided. Any alteration made to this form of proxy must be initialed by the person who signs it.

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 any resolution properly put to the meeting other than those referred to in the notice convening the meeting.

4. This form of proxy must be signed by you or your agent duly authorised in writing, or if the appointor is a corporation, must be under common seal or under the hand of an officer, attorney, or other person duly authorized on that behalf.

5. Where there are joint holders of any share of the Company, any one of such persons may vote at any meeting, either personally or by proxy, in respect of such share as if he were solely entitled thereto; but if more than one of such joint holders be present at any meeting 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 in respect of the relevant joint holding.

6. In order to be valid, this form of proxy together with the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power of attorney authority, 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 for holding the meeting (i.e. no later than 11:00 a.m. on Wednesday, August 6, 2025). The completion and return of the form of proxy shall not preclude shareholders of the Company from attending and voting in person at the above meeting (or any adjourned meeting thereof) if they so wish.

7. A proxy needs not be a shareholder of the Company.

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PERSONAL INFORMATION COLLECTION STATEMENT

(i) “Personal Data” in these statements has the same meaning as “personal data” in the Personal Data (Privacy) Ordinance, Chapter 486 of the Laws of Hong Kong (“PDPO”).

(ii) Your and your proxy’s Personal Data provided in this form will be used in connection with processing your request for the appointment of a proxy to attend, act and vote on your behalf as directed above at the Extraordinary General Meeting. Your supply of your and your proxy’s Personal Data is on voluntary basis. However, the Company may not be able to process your request unless you provide us with such Personal Data.

(iii) Your and your proxy’s Personal Data may be disclosed or transferred by the Company to its branch share registrar in Hong Kong, and/or other companies or bodies for any of the stated purposes, or when it is required to do so by law, for example, in response to a court order or a law enforcement agency’s request, and retained for such period as may be necessary for our verification and record purposes.

(iv) By providing your proxy’s Personal Data in this form, you should have obtained the express consent (which has not been withdrawn in writing) from your proxy in using his/her personal data provided in this proxy form and that you have informed your proxy of the purpose for and the manner in which his/her data may be used.

(v) You/your proxy have/has the right to request access to and/or correction of your/your proxy’s Personal Data respectively in accordance with the provisions of the PDPO. Any such request for access to and/or correction of your/your proxy’s Personal Data should be in writing to the Personal Data Privacy Officer, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong.