Youzan Technology Limited — Proxy Solicitation & Information Statement 2021

Apr 19, 2021

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(Incorporated in Bermuda with limited liability)

(Stock Code: 8083)

FORM OF PROXY FOR SPECIAL GENERAL MEETING (or any adjournment thereof)

Form of proxy for use by shareholders of China Youzan Limited (“China Youzan”) at the First SGM and any adjournment thereof (the “First SGM”) to be held at 24/F, Admiralty Centre 1, 18 Harcourt Road, Admiralty, Hong Kong on Thursday, 6 May 2021 at 10:30 a.m. (or so soon thereafter as the AGM has concluded or adjourned)

I/We [(note][a)]

of

being the registered holder(s) of [(note][b)] shares of HK$0.01 each (the “ Shares ”) in the share capital of China Youzan HEREBY APPOINT the chairman of the First SGM, or [(notes][c,][h][and][i)] of

to act as my/our proxy to attend and to act for me/us at the First SGM and at any adjournment thereof and to vote on my/our behalf in respect of the resolutions set out in thehereinnoticeshallconveninghave the thesameFirstmeaningsSGM asashereunderthose definedindicatedin theor,circularif no suchdatedindication20 April is2021(thegiven, as“ Circular my/our proxy”). thinks fit. Unless otherwise specified, capitalised terms used

Please tick (“✔”) the appropriate box to indicate how you wish your vote(s) to be cast [(note][d)] .

		Ordinary Resolutions		For (note d)	Against (note d)	Against (note d)
	1.	To approve ordinary resolution no. 1 set out in the notice of the First SGM (to approve, confirm and ratify		the
		Rollover Arrangement (a special deal under Rule 25 of the Takeovers Code) as more particularly set out in
		the Circular and all the transactions contemplated or arising thereunder).*
	2.	To approve ordinary resolution no. 2 set out in the notice of the First SGM (to approve, confirm and ratify		the
		adoption of Youzan Technology Share Award Plan A (and its amendment and substitution of the Youzan
		Technology 2019 Share Award Plan) as more particularly set out in the Circular and the grant of share awards
		thereunder (a connected transaction under Chapter 20 of the GEM Listing Rules and a special deal under
		Rule 25 of the Takeovers Code), and all the transactions contemplated or arising thereunder).*
	3.	To approve ordinary resolution no. 3 set out in the notice of the First SGM (to approve, confirm and ratify		the
		adoption of Youzan Technology Share Award Plan B, and the grant of share award thereunder in favour of Mr.
		Zhu Ning (or Whitecrow), and the Anti-Dilution Issue to China Youzan (a connected transaction under
		Chapter 20 of the GEM Listing Rules) as more particularly set out in the Circular and all the transactions
		contemplated or arising thereunder).*
	4.	To approve ordinary resolution no. 4 set out in the notice of the First SGM (to approve, confirm and ratify		the
		implementation of the China Youzan Options Conversion Proposal and the adoption of Youzan Technology
		RSU Plan C as more particularly set out in the Circular, and the grant of Plan C RSUs thereunder (a special
		deal under Rule 25 of the Takeovers Code), and all the transactions contemplated or arising thereunder).*
	5.	To approve ordinary resolution no. 5 set out in the notice of the First SGM (subject to the passing of the all
		of the above ordinary resolutions, to give authority to the directors of China Youzan to approve, implement
		and/or give effect to each of the Special Deal Arrangements and the Connected Transactions).*
*	The	full text of the resolutions are set out in the Notice of the First SGM dated 20 April 2021.

Shareholder’s signature: (notes e, f, g and i) Dated this day of , 2021.

Notes:

• a. Full name(s) and address(es) to be inserted in BLOCK CAPITALS . b. Please insert the number of Shares registered in your name(s) to which this form of proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all the Shares registered in your name(s).

• c. A proxy need not be a shareholder of the China Youzan. If you wish to appoint some person(s) other than the chairman of the First SGM as your proxy, please delete the words “the chairman of the First SGM, or” and insert the name and address of the person appointed as proxy in the space provided.

• d. If you wish to vote for a resolution set out above, please tick (“✔”) the appropriate box marked “For”. If you wish to vote against a resolution, please tick (“✔”) the appropriate box marked “Against”. If this form is returned duly signed but without specific direction on the proposed resolutions, the proxy will vote or abstain at his/her discretion in respect of the resolutions. A proxy will also be entitled to vote at his/ her discretion on any resolution properly put to the First SGM other than those set out in the notice convening the First SGM.

• e. Where there are joint holders of any Shares, this form of proxy may be signed by any joint holder, and any one of such persons may vote at the First SGM, either personally or by proxy, in respect of such Shares as if he/she were solely entitled thereto, provided that if more than one of such joint holders be present at the First SGM personally or by proxy, the person whose name stands first in the register in respect of such Shares shall alone be entitled to vote in respect thereof.

• f. This form of proxy must be signed by the shareholder of China Youzan, or his/her attorney duly authorised in writing, or if the shareholder is a corporation, either under its common seal or under the hand of an officer or attorney so authorised.

• g. 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 of such power or authority must be deposited at Computershare Hong Kong Investor Services Limited, the branch share registrar of China Youzan in Hong Kong, at 17M/F, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong no less than 48 hours before the time schedule for the holding of the First SGM or any adjournment thereof.

• h. Any member entitled to attend and vote at the First SGM is entitled to appoint one proxy or, if he/she is holding more than one share, to appoint more separate proxies to attend and vote instead of him/her. 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.

• i. Any alteration made to this form of proxy should be initialled by the person who signs it. j. Completion and delivery of the form of proxy shall not preclude a member of the China Youzan from attending and voting in person at the First SGM and any adjourned meeting and, in such event, the appointment of proxy shall be deemed to be revoked by operation of law.

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 First SGM (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 for use in connection with the Purposes 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. Request for access to and/or correction of the relevant personal data can be made in accordance with the provisions of the Personal Data (Privacy) Ordinance and any such request should be in writing by mail to the China Youzan/Computershare Hong Kong Investor Services Limited at the above address.