Zall Smart Commerce Group Ltd. — AGM Information 2022

May 20, 2022

Zall Smart Commerce Group Ltd. 卓爾智聯集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2098)

ANNUAL GENERAL MEETING FORM OF PROXY

I/We[1] (name) of (address) being the registered holder(s) of shares[2] (the ‘‘Shares’’) of HK$0.00333 each in the capital of Zall Smart Commerce Group Ltd. (the ‘‘Company’’), HEREBY APPOINT THE CHAIRMAN OF THE MEETING[3] or (name) of (address) as my/our proxy to attend, and vote for me/us at the annual general meeting (or at any adjournment thereof) of the Company (the ‘‘Meeting’’) to be held at Suite 2101, 21/F, Two Exchange Square, Central, Hong Kong on Tuesday, 28 June 2022 at 10:30 a.m. and to vote for me/us as indicated below or, if no such indication is given, as my/our proxy thinks fit.

	elow or, if no such indication is given, as my/our proxy thinks fit.	elow or, if no such indication is given, as my/our proxy thinks fit.	elow or, if no such indication is given, as my/our proxy thinks fit.	elow or, if no such indication is given, as my/our proxy thinks fit.	elow or, if no such indication is given, as my/our proxy thinks fit.
	ORDINARY RESOLUTIONS4FOR5AGAINST51.To receive, consider and adopt the audited consolidated financial statements and the reports of thedirectors of the Company (the ‘‘Director(s)’’) and the auditors of the Company (the ‘‘Auditors’’) for theyear ended 31 December 2021.2.(a)To re-elect Dr. Gang Yu as an executive Director;(b)To re-elect Mr. Wei Zhe, David as an executive Director;(c)To re-elect Mr. Qi Zhiping as an executive Director;(d)To re-elect Mr. Yu Wei as an executive Director; and(e)To re-elect Mr. Xia Lifeng as an executive Director.3.To authorise the board of Directors (the ‘‘Board’’) to fix the Directors’ remuneration.4.To appoint BDO Limited as Auditor to hold office until the conclusion of the next annual generalmeeting, and to authorise the Directors of the Company to fix their remuneration.
	5.	To grant a general mandate to the Directors to allot, issue or otherwise deal with shares of the Companynot exceeding 20% of the total number of Shares in issue as at the date of passing this resolution.
	6.	To grant a general mandate to the Directors to buy back shares of the Company not exceeding 10% ofthe total number of Shares in issue as at the date of passing this resolution.
	7.	Conditional upon the passing of resolutions nos. 5 and 6, to extend the general mandate granted to theDirectors to issue, allot and deal with shares pursuant to resolution no. 5 by the number of sharesrepurchased pursuant to the general mandate granted under resolution no. 6.
	SPECIAL RESOLUTION		FOR5	AGAINST5
	8.	To adopt the amended and restated Articles of Association (as defined in the Circular dated 20 May2022) as the new Articles of Association in substitution for and to the exclusion of the existing Articlesof Association with immediate effect and authorise any one Director or officer of the Company to do allthings necessary to implement the adoption of the new Articles of Association.

Date:Notes:1.2.3.4.5.6.7.8.9.10.	Signature6:Full name(s) and address(es) must be inserted in BLOCK CAPITALS. The names of all joint registered holders should be stated.Please insert the number of Shares registered in your name(s) to which this proxy relates. If no number is inserted, this form of proxy will be deemed to relate to allShares registered in your name(s).A proxy need not be a member of the Company. If any proxy other than the chairman of the Meeting is preferred, strike out ‘‘the chairman of the Meeting’’ and insertthe name and address of the proxy desired in the space provided. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THEPERSON WHO SIGNS IT.The above descriptions of the proposed ordinary resolutions are by way of summary only. The full text of the resolutions are set out in the notice of the Meeting.IMPORTANT: If you wish to vote for any resolution, tick (‘‘P’’) the box marked ‘‘For’’. If you wish to vote against any resolution, tick (‘‘P’’) 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 anyresolution properly put to the Meeting other than referred to in the notice convening the Meeting.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 orunder the hand of an officer, attorney or other person duly authorized.In order 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 certified copy thereof, mustbe deposited at the Company’s Hong Kong branch share registrar and transfer office, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen’s RoadEast, Hong Kong not less than 48 hours before the time appointed for holding of the Meeting or any adjournment thereof.In the case of joint registered holders of any Shares, any one of such persons may vote at the Meeting, either personally or by proxy, in respect of such Shares as if he/she was solely entitled thereto; but if more than one of such joint registered holders is present at the Meeting, either personally or by proxy, that one of the said personsso present whose name stands first on the register of members in respect of such Shares shall alone be entitled to vote in respect thereof.Completion and return of this form will not preclude you from attending and voting at the Meeting if you so wish. If you attend and vote at the Meeting, the authority ofyour proxy shall be deemed to be revoked.In light of the pandemic situation of COVID-19, you may consider appointing the chairman of the Meeting as your proxy to vote on the resolutions instead of attendingthe Meeting in person.PERSONAL INFORMATION COLLECTION STATEMENT

Yourproxies)supplyand ofyouryourvotingand yourinstructionsproxy’s for(or theproxiesMeeting’) name(s)of theandCompanyaddress(es)(the is‘‘Purposeson a voluntary’’). Webasismayfortransferthe purposeyour andof processingyour proxyyour’s (orrequestproxiesfor’) name(s)the appointmentand address(es)of a proxyto our(or agent,are authorizedcontractorby orlawthirdto requestparty servicethe informationprovider whoor areprovidesotherwiseadministrative,relevant for computerthe Purposesandandotherneedservicesto receiveto ustheforinformation.use in connectionYour andwithyourthe Purposesproxy’s (orandproxiesto such’) name(s)parties whoand 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 Company/Tricor Investor Services Limited at the above address.