GEM Co., Ltd.
Notice of Convening 5th Extraordinary General Meeting of 2022
Note: The time mentioned below all refer to Beijing Time (UTC+8)
According to the 11th Meeting of the 6th Board of Directors of GEM Co., Ltd.
(hereinafter referred to as the "Company") held on 28 Oct 2022, it is decided that the5th Extraordinary General Meeting (EGM) of the Company in 2022 will be held on 9
DEC 2022 through a combination of on-site voting and online voting. The relevant
matters of the meeting are hereby notified as follows:
I. Basic Information
1. Session: 5th Extraordinary General Meeting of 2022
2. Convener: Board of Directors
As reviewed and approved at the 11th Meeting of the 6th Board of Directors of theCompany, it is decided that the 5th Extraordinary General Meeting of 2022 will beheld.
3. Legality and compliance of the convening of the meeting: The convening of theextraordinary general meeting is in compliance with the relevant laws, administrativeregulations, departmental rules and regulations, regulatory documents and the Articles
of Association of the Company.
4. Date and time:
Time of the on-site meeting: At 10:00 am on 9 DEC 2022.
Time of online voting:(1) Online voting via the Shenzhen Stock Exchange Trading System is from 9:15 to9:25, 9:30 to 11:30, and 13:00 to 15:00 on 9 DEC 2022.
(2) Online voting via the Internet of the Shenzhen Stock Exchange is from 9:15 to15:00 on 9 DEC 2022.
5. Convening method:
The EGM will adopt a combination of on-site voting and online voting. The EGM
will provide an online voting platform to the shareholders of the Company throughthe Shenzhen Stock Exchange System and the Internet voting system(http://wltp.cninfo.com.cn), and shareholders can exercise their voting rights throughthe aforesaid system within the online voting time.
Shareholders of the Company shall choose one of the methods of on-site voting oronline voting. In the event of duplicate voting on the same voting right, the result of
the first valid voting shall prevail.
6. Record date: 1 DEC 2022
7. Attendees:

(1) All shareholders of the Company registered with the China Securities Depositoryand Clearing Corporation Limited, Shenzhen Branch after the close of trading in theafternoon of 1 DEC 2022 shall have the right to attend and vote at the EGM in themanner as announced in the notice; shareholders who are unable to attend the EGM inperson may authorize another person to attend on their behalf (the authorized personneed not be a shareholder of the Company, and please refer to the attached power ofattorney).
(2) Directors, supervisors, and officers of the Company.
(3) Witness lawyers engaged by the Company and other guests invited by the Boardof Directors.
8. Venue: Meeting room of the Company (20/F, Block A, Rongchao Binhai Building,
Haixiu Road, Baoan District, Shenzhen).
II. Matters for Deliberation
Coding Table of Proposals of the EGM:NotesCodeName

General proposal: All proposals except cumulative voting
proposals
Non-cumulative voting proposal
Proposal on Providing Guarantees for the Investee
1.00 Company in Respect of Its Application for Credits and on theRelated Party Transaction
Proposal on Revising the Articles of Association and
2.00
Performing business change registration
Proposal on Revising the Independent Directors Working
3.00
Guidelines
Proposal on Revising the Internal Control and
4.00
Decision-making Guidelines for related-party transactions
Proposal on Revising the Management Guidelines for
5.00
Raising Funds
100Columns
ticked in thiscolumn canbe voted on√√√√√√

The above proposals have been approved at the 11th Meeting of the 6th Board ofDirectors and the 10th Meeting of the 6th Board of Supervisors of the Company heldon 28 OCT 2022, details of which are set out in the Company's designatedinformation disclosure media, namely China Securities Journal, Securities Times,
Shanghai Securities News, Securities Daily and http://www.cninfo.com.cn.
Proposals No. 1 and No. 2 above are special resolutions and require the approval of atleast 2/3 of shareholders (including proxies) with voting rights present at the EGM. In
deliberating proposals No. 1above, the related shareholders shall withdraw fromvoting.

In accordance with the requirements of the Rules for General Meetings of Listed
Companies, votes on the proposals in this EGM shall be separately counted for smalland medium-sized investors (small- and medium-sized investors refer to shareholders
other than: 1) Directors, supervisors and officers of listed companies; and 2)
Shareholders who individually or collectively hold more than 5% of the shares of alisted company).
III. Registration Methodi. Registration time: From 9:00 to 17:00 on 5 DEC 2022
ii. Registration method:
1. Legal representatives attending this meeting on behalf of institutional shareholders
shall present ID cards, certificates of identity and securities account cards;
2. Proxies appointed by legal representatives to attend the meeting on behalf ofinstitutional shareholders shall present the ID cards, a written power of attorneyissued by the legal representative of the institutional shareholder's unit in accordancewith the law, and securities account cards;
3. Individual shareholders attending the meeting in person shall present an ID card orother valid documents or certificates of identity, and securities account cards;
4. Proxies attending the meeting on behalf of individual shareholders shall present
valid identity documents, the shareholder's power of attorney signed by the proxy andsecurities account cards;
5. Personnel attending the meeting shall present the aforesaid prescribed power ofattorney and their original ID cards, and submit a copy of the aforesaid prescribedcertificates to the registrar of the EGM.
Remote shareholders may register by letter or fax, which should contain the aforesaid
documents (the letter or fax should reach the Company by 17:00 on 5 DEC 2022).
iii. Registration place: Securities Department of GEM Co., Ltd.
Address: 20/F, Block A, Rongchao Binhai Building, Haixiu Road, Baoan District,
ShenzhenPostal code: 518101
Tel: 0755-33386666
Designated fax: 0755-33895777
Contact: Pan Hua, He Yang
IV. Specific Operating Procedures for Online Voting
At the EGM, shareholders can participate in voting through the trading system of theShenzhen Stock Exchange and the Internet voting system at http://wltp.cninfo.com.cn.
The EGM will give specific instructions on matters related to online voting. The
content and format of the instructions required for specific operations of online voting
are detailed in Appendix 1.
V. Miscellaneous1. The meeting will last for half a day, and shareholders participating in the meetingshall bear their own board, lodging and transportation expenses;
2. Shareholders shall assist the staff in registration and attend the meeting on time.
VI. Reference Documents
Resolution of the 11th Meeting of the 6th Board of Directors signed by the directors
present and sealed by the Board of Directors.

It is hereby announced.

Board of Directors of GEM Co., Ltd.
28 October 2022

Appendix 1:
Specific Operating Procedures for Online Voting

I. Procedures for Online Voting
1. Voting code and voting abbreviation for ordinary shares: The voting code is"362340" and the voting abbreviation is "GEM Vote";
2. The proposal of the EGM is a non-cumulative voting proposal, and shareholders
shall fill in the voting opinion: Agree, Oppose, Abstain;
3. Shareholders voting on the general proposal are deemed to have the same opinion
on all proposals except the cumulative voting proposal. If a shareholder votes
repeatedly on a general proposal and a specific proposal, the first valid vote shallprevail. If a shareholder votes on a specific proposal before the general proposal, thevoting opinions on the specific proposal voted on shall prevail, and the voting
opinions on the general proposal shall prevail for other proposals not voted on; if ashareholder votes on the general proposal before the specific proposal, the voting
opinions on the general proposal shall prevail.

II. Procedures for Voting through the Trading System of the Shenzhen StockExchange
1. Voting time: Trading hours on 9 DEC 2022, i.e., 9:15 to 9:25, 9:30 to 11:30, and13:00 to 15:00.
2. Shareholders may log on to the trading client of securities companies to votethrough the trading system.

III. Procedures for Voting through the Internet Voting System of the Shenzhen
Stock Exchange (SZSE)
1. The time of voting through the Internet voting system is from 9:15 to 15:00 on 9DEC 2022.
2. For online voting through the Internet voting system, shareholders shallauthenticate their identity and obtain an "SZSE Digital Certificate" or "SZSE Investor
Service Password" in accordance with the provisions of the Guidelines on Investor
Identity Authentication for Online Services of Shenzhen Stock Exchange (Revised in2016). The specific authentication procedures are available in the column of rules andguidelines on the Internet voting system at http://wltp.cninfo.com.cn.
3. Shareholders may vote through the SZSE Internet voting system at
http://wltp.cninfo.com.cn within the prescribed time according to the service
password or digital certificate obtained.

Appendix 2:Power of AttorneyI hereby give carte blanche to Mr. (Ms.)
to attend the 5th Extraordinary
General Meeting of GEM Co., Ltd. in 2022 on my (the shareholder unit's) behalf.
Proxy name:
Proxy ID No.:
Principal signature (institutional shareholder and unit seal):
Securities account No. of the Principal:
Number of shares held by the Principal:
Signing and issuance date of the power of attorney:
Validity of the commission:
My (the shareholder unit's) voting opinions on the proposals deliberated at the EGM
is as follows:
Notes

Code100

1.00

2.00

3.00

4.00

5.00

NameVoting opinions

Columnsticked in
thisAgree Oppose Abstain
columncan bevoted onGeneral proposal: All proposals√
except cumulative voting proposals
Non-cumulative voting proposal
Proposal on Providing Guarantees
for the Investee Company in Respect√of Its Application for Credits and on
the Related Party Transaction
Proposal on Revising the Articles ofAssociation and Performing business√change registration
Proposalon
Revising
theIndependent Directors Working√
Guidelines
Proposal on Revising the InternalControlandDecision-making√
Guidelines
forrelated-partytransactions
ProposalonRevisingtheManagement Guidelines for Raising√Funds

Special Note: The instructions given by the principal to the proxy shall be subject tothe tick "√" in the box for "Agree", "Oppose" or "Abstain". No two or more
instructions may be given on the same matter deliberated. If the principal does notgive specific instructions on the vote opinions on a matter deliberated or if there are
two or more instructions on the same matter deliberated, the proxy shall have the rightto decide to vote on the matter as he/she wishes.