Netjoy : FORM OF PROXY FOR USE AT THE ANNUAL GENERAL MEETING OR AT ANY ADJOURNMENT THEREOF

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NETJOY HOLDINGS LIMITED

雲想科技控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2131)

FORM OF PROXY

FOR USE AT THE ANNUAL GENERAL MEETING OR AT ANY ADJOURNMENT

THEREOF

I/We (note 1)

of

being the registered holder(s) ofshares with a nominal value of US$0.00005 each in the share capital of Netjoy Holdings Limited (the "Company"), HEREBY APPOINT the chairman of the annual general meeting (the "AGM") of the Company or

of

as my/our proxy to attend and vote for me/us and on my/our behalf at the AGM to be held at Conference Room, 5/F, No. 3, 396 Guilin Road, Xuhui District, Shanghai, PRC on Monday, May 31, 2021 at 11:00 a.m. or any adjournment thereof, for the purpose of considering and, if thought fit, passing with or without modification, the resolutions as set out in the notice of the AGM and to vote on my/our behalf as hereunder indicated or, if no such indication is given, as my/our proxy thinks fit. My/our proxy will also be entitled to vote on any matters properly put to the AGM in such manner as he/she thinks fit.

		Ordinary Resolutions	For (note 4)	Against (note 4)
1.	To receive and adopt the audited consolidated financial statements of the Company,
	its subsidiaries and its consolidated affiliated entity for the year ended December 31,
	2020 and the reports of the Directors (the "Directors") and of the independent auditor
	of the Company.
2.	To re-elect the following retiring Directors:
	(a)	To re-elect Mr. Xu Jiaqing as an executive Director;
	(b)	To re-elect Mr. Wang Chen as an executive Director;
	(c)	To re-elect Mr. Qin Miaomiao as a non-executive Director;
	(d)	To re-elect Mr. Dai Liqun as a non-executive Director;
	(e)	To re-elect Mr. Zhang Jianguo as a non-executive Director;
	(f)	To re-elect Mr. Wang Jianshuo as a non-executive Director;
	(g)	To re-elect Mr. Chen Changhua as an independent non-executive Director;
	(h)	To re-elect Dr. Ru Liyun as an independent non-executive Director; and
	(i)	To re-elect Ms. Cui Wen as an independent non-executive Director.
3.	To authorize the board of Directors to determine the remuneration of the Directors.
4.	To re-appoint Ernst & Young as the auditor of the Company and to authorize the
	board of Directors to determine its remuneration.
5.	(A)	To grant a general mandate to the Directors to allot, issue and/or otherwise deal
		with additional shares not exceeding 20% of the issued shares of the Company.
	(B)	To grant a general mandate to the Directors to repurchase shares not exceeding
		10% of the issued shares of the Company.
	(C)	Conditional upon the passing of the ordinary resolutions numbered 5(A) and
		5(B), to extend the authority given to the Directors pursuant to ordinary
		resolution numbered 5(A) to issue shares by adding to the number of issued
		shares of the Company which may be allotted by the Directors pursuant to such
		general mandate of an amount representing the number of shares repurchased
		under ordinary resolution numbered 5(B).

Dated:

2021

Signature(s)(note 5)

Notes:

1. Full name(s) and address(es) shall be inserted in BLOCK CAPITALS. Please insert the full name(s) of all the joint holder(s).
2. 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 of the Company registered in your name(s).
3. A member entitled to attend and vote at the AGM is entitled to appoint one or more proxies to attend and vote on his/her behalf provided that if more than one proxy is so appointed, the appointment shall specify the number of shares of which each such proxy is so appointed. If any proxy other than the chairman of the AGM is preferred, strike out the words "the chairman of the annual general meeting (the "AGM") of the Company or" and insert the name and address of the proxy desired in the space provided.
4. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, TICK IN THE APPROPRIATE BOX MARKED "FOR". IF YOU WISH TO VOTE AGAINST A RESOLUTION, TICK IN THE APPROPRIATE BOX MARKED "AGAINST". Failure to tick a box will entitle your proxy to cast your vote or abstain at his discretion. Your proxy will also be entitled to vote at his discretion on any amendment of a resolution or any resolution properly put to the AGM other than those referred to in the notice of AGM.
5. This proxy must be signed by you or your attorney duly authorised in writing or, in case of a corporation, either executed under seal or under the hand of an officer, attorney or other person duly authorised to sign the same.
6. To be valid, the form of proxy and the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power or authority, shall be delivered to the Company's share registrar in Hong Kong, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not less than 48 hours before the time appointed for holding the AGM or adjourned annual general meeting. The completion and return of the form of proxy shall not preclude shareholders of the Company from attending and voting in person at the AGM (or any adjourned meeting thereof) if they so wish.
7. In the case of joint holders, the signature of any one holder will be sufficient but the names of all the joint holders should be stated. Where there are joint holders of any share of the Company, any one of such joint holders may vote at the AGM, either in person or by proxy, in respect of such share as if he/she were solely entitled thereto, but if more than one of such joint holders is present at the AGM, the vote of the senior holder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holders, and for this purpose, seniority shall be determined as that one of the said persons so present whose name stands first on the register of shareholders in respect of such share shall alone be entitled to vote in respect thereof.
8. A proxy need not be a shareholder of the Company.
9. Any alteration made to this form of proxy must be initialled by the person who signs it.