VERTEX TECHNOLOGY ACQUISITION CORPORATION LTD(Incorporated as an exempted company in the Cayman Islands)(Company Registration No. 378671)

NOTICE OF EXTRAORDINARY GENERAL MEETINGNOTICE IS HEREBY GIVEN that an EXTRAORDINARY GENERAL MEETING (“EGM”) of the
Shareholders of VERTEX TECHNOLOGY ACQUISITION CORPORATION LTD (“Company”)
will be held at Raffles City Convention Centre, Level 4, Bras Basah Room, 80 Bras BasahRoad, Singapore 189560 on 1 December 2023 at 2.00 p.m. (Singapore time) for the purpose of
considering, and if thought fit, passing with or without modifications, the following Ordinary andSpecial Resolutions.
Unless otherwise defined, all capitalised terms used in this herein have the same meaning as
defined in the Circular dated 9 November 2023 to Shareholders (“Circular”).
Shareholders should note that:(a)Ordinary Resolutions 1 to 9 as well as Special Resolutions 1 and 2 (“Key Resolutions”)
are inter-conditional; and(b)

Ordinary Resolution 10,11,12,13,14 and 15 are conditional upon the passing of the
Key Resolutions (“Conditional Resolutions”).

This means that if any of the Key Resolutions is not passed, the other Key Resolutions
would not be passed, and if any of the Key Resolutions is not passed, the Conditional
Resolutions would not be passed.
Please read Section 3.13 titled “Summary of the Proposed Transactions – Inter-conditionalityof Resolutions” of the Circular for more information.
Ordinary Resolution 1: Proposed Business Combination between the Company and
17LIVE Inc. by way of an acquisition by the Company of the entire issued and paid-up sharecapital of 17LIVE Inc. from the Vendor for the Purchase Consideration
IT IS RESOLVED AS AN ORDINARY RESOLUTION THAT subject to and contingent upon thepassing of the Key Resolutions:(a)approval be and is hereby given to the Company for the Proposed Business Combination
between the Company and the Target Company by way of an acquisition by the Companyof the entire issued and paid-up share capital of the Target Company (including all equity
securities arising from the conversion of convertible securities of the Target Company) fromthe Vendor for the Purchase Consideration and on the terms of and subject to the conditions
set out in the SPA;(b)

approval be and is hereby given to the Company for the adoption of the Earnout Frameworkin connection with the Proposed Business Combination, pursuant to which Earnout Sharesare allotted and issued to the Earnout Shareholders on the applicable Earnout Vesting Dates
subject to and based on the Financial Targets for Earnout achieved;

1

(c)

approval be and is hereby given to the Company for the adoption of the scheme to be known
as the “Special Bonus Scheme” in connection with the Proposed Business Combination,
pursuant to which 0.1 new Shares will be allotted as fully paid up and issued to (a) the
Non-Redeeming Shareholders for every existing Share held by the Non-Redeeming
Shareholders as at the Redemption Record Date (rounded downwards to the nearest
integer), and (b) the PIPE Investors for every Base PIPE Share subscribed for by the
PIPE Investors pursuant to the terms and conditions of the PIPE Subscription Agreements(rounded downwards to the nearest integer);(d)approval be and is hereby given to the Company for the PIPE Financing in connection with
the Proposed Business Combination; and(e)each of the directors of the Company (“Directors”) be and are hereby authorised andempowered to complete and do all such acts and things (including without limitation, to
execute all such documents as may be required, to approve any amendments, alterations
or modifications to any documents, and to sign, file and/or submit any notices, forms anddocuments with or to the relevant authorities) as they may consider necessary, desirable
or expedient to give effect to the matters contemplated by this Ordinary Resolution 1.

Ordinary Resolution 2: Proposed allotment and issuance of 160,162,651 Consideration
Shares at the Issue Price of S$5.00 in partial satisfaction of the Purchase Consideration
for the Proposed Business Combination
IT IS RESOLVED AS AN ORDINARY RESOLUTION THAT subject to and contingent upon thepassing of the Key Resolutions:(a)approval be and is hereby given to the Company for the proposed allotment and issuanceby the Company of 160,162,651 Consideration Shares at the Issue Price of S$5.00 on
the terms and subject to the conditions of the SPA in partial satisfaction of the Purchase
Consideration for the Proposed Business Combination; and(b)each of the Directors be and are hereby authorised and empowered to complete and do allsuch acts and things (including without limitation, to execute all such documents as may
be required, to approve any amendments, alterations or modifications to any documents,
and to sign, file and/or submit any notices, forms and documents with or to the relevant
authorities) as they may consider necessary, desirable or expedient to give effect to thematters contemplated by this Ordinary Resolution 2.

Ordinary Resolution 3: Proposed allotment and issuance of up to 24,408,000 Earnout
Shares at the Issue Price of S$5.00 to the Earnout Shareholders in partial satisfaction of thePurchase Consideration for the Proposed Business Combination, subject to the satisfactionof the Financial Targets for Earnout
IT IS RESOLVED AS AN ORDINARY RESOLUTION THAT subject to and contingent upon thepassing of the Key Resolutions:(a)approval be and is hereby given to the Company for the proposed allotment and issuance by
the Company of up to 24,408,000 Earnout Shares at the Issue Price of S$5.00 to the Earnout
Shareholders on the terms and subject to the conditions of the SPA in partial satisfactionof the Purchase Consideration for the Proposed Business Combination; and

2

(b)

each of the Directors be and are hereby authorised and empowered to complete and do allsuch acts and things (including without limitation, to execute all such documents as may
be required, to approve any amendments, alterations or modifications to any documents,
and to sign, file and/or submit any notices, forms and documents with or to the relevant
authorities) as they may consider necessary, desirable or expedient to give effect to thematters contemplated by this Ordinary Resolution 3.

Ordinary Resolution 4: Proposed allotment and issuance of up to 2,000,000 Base PIPE
Shares at the Issue Price of S$5.00 to the PIPE Investors
IT IS RESOLVED AS AN ORDINARY RESOLUTION THAT subject to and contingent upon thepassing of the Key Resolutions:(a)approval be and is hereby given to the Company for the proposed allotment and issuance by
the Company of up to 2,000,000 Base PIPE Shares at the Issue Price of S$5.00 to the PIPE
Investors on the terms and subject to the conditions of the PIPE Subscription Agreements;
and

(b)

each of the Directors be and are hereby authorised and empowered to complete and do allsuch acts and things (including without limitation, to execute all such documents as may
be required, to approve any amendments, alterations or modifications to any documents,
and to sign, file and/or submit any notices, forms and documents with or to the relevant
authorities) as they may consider necessary, desirable or expedient to give effect to thematters contemplated by this Ordinary Resolution 4.

Ordinary Resolution 5: Proposed allotment and issuance of up to 3,760,600 Special Bonus
Shares at the Issue Price of S$5.00 to the Non-Redeeming Shareholders and the PIPE
Investors
IT IS RESOLVED AS AN ORDINARY RESOLUTION THAT subject to and contingent upon thepassing of the Key Resolutions:(a)approval be and is hereby given to the Company for the proposed allotment and issuanceby the Company of up to 3,760,600 Special Bonus Shares at the Issue Price of S$5.00 to
the Non-Redeeming Shareholders and the PIPE Investors in connection with the Proposed
Business Combination; and(b)each of the Directors be and are hereby authorised and empowered to complete and do allsuch acts and things (including without limitation, to execute all such documents as may
be required, to approve any amendments, alterations or modifications to any documents,
and to sign, file and/or submit any notices, forms and documents with or to the relevant
authorities) as they may consider necessary, desirable or expedient to give effect to thematters contemplated by this Ordinary Resolution 5.

Ordinary Resolution 6: Proposed adoption of the Executive Incentive Scheme
IT IS RESOLVED AS AN ORDINARY RESOLUTION THAT subject to and contingent upon thepassing of the Key Resolutions and subject to Completion taking place:(a)a new executive share incentive scheme to be known as the “Executive Incentive Scheme”(“EIS”), the details and rules of which are set out in the Circular and under which Shares
may be granted to Key Executives subject to and based on the Financial Targets for EIS
achieved, be and is hereby approved and adopted with effect from Completion; and

3

(b)

the Proposed New Remuneration Committee be and is hereby authorised to:(i)establish and administer the EIS;

(ii)

modify, amend or supplement the EIS from time to time, provided that suchmodification, amendment or supplement is effected in accordance with the provisionsof the EIS and to do all such acts and to enter into all such transactions, arrangements
and agreements as may be necessary or expedient in order to give full effect to the
EIS; and(iii)

allot and issue from time to time up to 2,550,000 Shares as may be required to beissued subject to and based on the Financial Targets for EIS achieved by the Key
Executives under the EIS, provided that the total number of Shares that may beallotted and issued under the EIS shall not, in any event, exceed 15.0% of the total
number of issued Shares (excluding Treasury Shares, if any) when aggregated with(i) the total number of EIS Shares issued and/or to be issued pursuant to EIS Awards
already awarded under the EIS; and (ii) the aggregate number of Shares which may
be granted under any other share option scheme or share schemes of the Company,on the day preceding that date; and(iv)

complete and do all such acts and things (including without limitation, to execute allsuch documents as may be required, to approve any amendments, alterations ormodifications to any documents, and to sign, file and/or submit any notices, forms
and documents with or to the relevant authorities) as they may consider necessary,
desirable or expedient to give effect to the matters contemplated by this Ordinary
Resolution 6.

Ordinary Resolution 7: Proposed allotment and issuance of up to 2,550,000 EIS Shares at
the Issue Price of S$5.00 to the Key Executives, subject to the satisfaction of the Financial
Targets for EIS
IT IS RESOLVED AS AN ORDINARY RESOLUTION THAT subject to and contingent upon thepassing of the Key Resolutions:(a)approval be and is hereby given to the Company for the proposed allotment and issuanceby the Company of up to 2,550,000 EIS Shares at the Issue Price of S$5.00 to the Key
Executives on the terms and subject to the conditions of the SPA; and(b)each of the Directors be and are hereby authorised and empowered to complete and do allsuch acts and things (including without limitation, to execute all such documents as may
be required, to approve any amendments, alterations or modifications to any documents,
and to sign, file and/or submit any notices, forms and documents with or to the relevant
authorities) as they may consider necessary, desirable or expedient to give effect to thematters contemplated by this Ordinary Resolution 7.

Ordinary Resolution 8: Proposed adoption of the Company Employee Share Option Plan
IT IS RESOLVED AS AN ORDINARY RESOLUTION THAT subject to and contingent upon thepassing of the Key Resolutions and subject to Completion taking place:(a)a new share option plan to be known as the “Company Employee Share Option Plan”(“Company ESOP”), the details and rules of which are set out in the Circular and underwhich Shares may be granted, be and is hereby approved and adopted with effect from
Completion; and4(b)the Proposed New Remuneration Committee be and are hereby authorised to:(i)establish and administer the Company ESOP;(ii)

modify, amend or supplement the Company ESOP from time to time, provided thatsuch modification, amendment or supplement is effected in accordance with theprovisions of the Company ESOP and to do all such acts and to enter into all suchtransactions, arrangements and agreements as may be necessary or expedient inorder to give full effect to the Company ESOP;(iii)

allot and issue from time to time up to 2,114,891 ESOP Shares or such other number of
ESOP Shares as may be authorised by the Proposed New Remuneration Committee,
which shall not, in any event, exceed 15.0% of the total number of issued Shares(excluding Treasury Shares, if any) when aggregated with (a) the total number of
ESOP Shares issued and/or to be issued pursuant to ESOP Awards already awarded
under the Company ESOP; and (b) the aggregate number of Shares which may be
granted under any other share option scheme or share schemes of the Company as
may be required to be issued pursuant to the Company ESOP, on the day precedingthat date; and(iv)

complete and do all such acts and things (including without limitation, to execute allsuch documents as may be required, to approve any amendments, alterations ormodifications to any documents, and to sign, file and/or submit any notices, forms
and documents with or to the relevant authorities) as they may consider necessary,
desirable or expedient to give effect to the matters contemplated by this Ordinary
Resolution 8.

Ordinary Resolution 9: Proposed allotment and issuance of up to 2,114,891 ESOP Sharespursuant to the Company Employee Share Option Plan
IT IS RESOLVED AS AN ORDINARY RESOLUTION THAT subject to and contingent upon thepassing of the Key Resolutions:(a)approval be and is hereby given to the Company for the proposed allotment and issuanceby the Company of up to 2,114,891 ESOP Shares or such other number of ESOP Sharesas may be authorised by the Proposed New Remuneration Committee at the Issue Price of
S$5.00 in accordance with the Company ESOP; and(b)each of the Directors be and are hereby authorised and empowered to complete and do allsuch acts and things (including without limitation, to execute all such documents as may
be required, to approve any amendments, alterations or modifications to any documents,
and to sign, file and/or submit any notices, forms and documents with or to the relevant
authorities) as they may consider necessary, desirable or expedient to give effect to thematters contemplated by this Ordinary Resolution 9.

Ordinary Resolution 10: Proposed Change of the Company’s Independent Auditor
IT IS RESOLVED AS AN ORDINARY RESOLUTION THAT subject to and contingent upon thepassing of the Key Resolutions and subject to Completion taking place:(a)Ernst & Young LLP be and is hereby appointed as independent auditor of the Company
in place of KPMG LLP with effect from the Completion Date and for the financial year
ending 31 December 2023, and will hold office until the conclusion of the next AGM, at a
remuneration to be determined by the Directors; and5(b)the resignation of KPMG LLP as independent auditor of the Company with effect from theCompletion Date be and is hereby noted and approved.

Ordinary Resolution 11: Proposed appointment of Mr. Phua Jiexian Joseph as a new Director
upon Completion
IT IS RESOLVED AS AN ORDINARY RESOLUTION THAT subject to and contingent upon thepassing of the Key Resolutions and subject to Completion taking place, Mr. Phua Jiexian Joseph
be and is hereby appointed as a director of the Company with effect from Completion.
Ordinary Resolution 12: Proposed appointment of Mr. Lien Chien-Lin as a new Director
upon Completion
IT IS RESOLVED AS AN ORDINARY RESOLUTION THAT subject to and contingent upon thepassing of the Key Resolutions and subject to Completion taking place, Mr. Lien Chien-Lin be andis hereby appointed as a director of the Company with effect from Completion.
Ordinary Resolution 13: Proposed appointment of Mr. Akio Tanaka as a new Director uponCompletion
IT IS RESOLVED AS AN ORDINARY RESOLUTION THAT subject to and contingent upon thepassing of the Key Resolutions and subject to Completion taking place, Mr. Akio Tanaka be andis hereby appointed as a director of the Company with effect from Completion.
Ordinary Resolution 14: Proposed appointment of Mr. Hideto Mizuno as a new Director
upon Completion
IT IS RESOLVED AS AN ORDINARY RESOLUTION THAT subject to and contingent upon thepassing of the Key Resolutions and subject to Completion taking place, Mr. Hideto Mizuno be andis hereby appointed as a director of the Company with effect from Completion.
Ordinary Resolution 15: Proposed appointment of Ms. Chen Xiuling as a new Director uponCompletion
IT IS RESOLVED AS AN ORDINARY RESOLUTION THAT subject to and contingent upon thepassing of the Key Resolutions and subject to Completion taking place, Ms. Chen Xiuling be andis hereby appointed as a director of the Company with effect from Completion.
Special Resolution 1: Proposed Change of the Company’s Name to “17LIVE Group Limited”
IT IS RESOLVED AS A SPECIAL RESOLUTION THAT subject to and contingent upon the passingof the Key Resolutions:(a)the Proposed Change of the Company’s Name from “Vertex Technology Acquisition
Corporation Ltd” to “17LIVE Group Limited” with effect from Completion be and is hereby
approved; and(b)each of the Directors be and are hereby authorised and empowered to complete and do allsuch acts and things (including without limitation, to execute all such documents as may
be required, to approve any amendments, alterations or modifications to any documents,
and to sign, file and/or submit any notices, forms and documents with or to the relevant
authorities) as they may consider necessary, desirable or expedient to give effect to thematters contemplated by this Special Resolution 1.

6

Special Resolution 2: Proposed Adoption of the New Memorandum and Articles of
Association
IT IS RESOLVED AS A SPECIAL RESOLUTION THAT subject to and contingent upon the passingof the Key Resolutions:(a)the Proposed Adoption of the New Memorandum and Articles of Association be and is hereby
approved and adopted as the Memorandum and Articles of Association of the Company insubstitution for, and to the exclusion of, the existing Memorandum and Articles of Association
with effect from Completion; and(b)each of the Directors be and are hereby authorised and empowered to complete and do allsuch acts and things (including without limitation, to execute all such documents as may
be required, to approve any amendments, alterations or modifications to any documents,
and to sign, file and/or submit any notices, forms and documents with or to the relevant
authorities) as they may consider necessary, desirable or expedient to give effect to thematters contemplated by this Special Resolution 2.

BY ORDER OF THE BOARD
Jiang Honghui
Executive Director and CEO
Vertex Technology Acquisition Corporation Ltd
9 November 2023
Important Notes:(1)

The Extraordinary General Meeting (“EGM”) is being convened, and will be held, in a wholly physical format
at Raffles City Convention Centre, Level 4, Bras Basah Room, 80 Bras Basah Road, Singapore 189560 on
1 December 2023 at 2.00 p.m. for the purpose of considering and, if thought fit, passing the resolution set out in the
Notice of EGM. There will be no option to participate virtually. This Notice of EGM, the Circular, the Gatefold,the Proxy Form, the Share Redemption Form, the Request Form and the Shareholder Letter have been sent toShareholders by electronic means via publication on SGXNET and the Company’s corporate website at the URL
https://www.vertexspac.com/announcements. Printed copies of the Gatefold, the Notice of EGM, the Proxy Form,the Share Redemption Form, the Request Form and the Shareholder Letter will be sent to Shareholders. Printed
copies of the Circular will not be sent to Shareholders.

(2)

Unless CDP specifies otherwise in a written notice to the Company, CDP shall be deemed to have appointed as
CDP’s proxies, each of the depositors (whether individual or corporate) and whose names are shown in the recordsof CDP, as at a time not earlier than 48 hours prior to the time of the EGM, supplied by CDP to the Company.
Therefore, depositors who are individuals can attend and vote at the EGM without the lodgement of the Proxy Form.

(3)

Depositors (whether individuals or corporates) who cannot attend the EGM may enable their nominees to attend as
CDP’s proxies by completing and returning the Proxy Form.

(4)

The instrument appointing a proxy or proxies or corporate representative(s) (i.e. the Proxy Form) must be submitted
in the following manner:(i)

if submitted by post, be lodged at the Share Registrar’s office at Boardroom Corporate & Advisory Services
Pte. Ltd., 1 Harbourfront Avenue, Keppel Bay Tower, #14-07 Singapore 098632; or(ii)

if submitted electronically, be submitted via email to the Share Registrar at srs.teamd@boardroomlimited.com,

in each case not later than 2.00 p.m. on 29 November 2023.
(5)

The Proxy Form must be executed under the hand (or if submitted electronically via email, alternatively by way of
affixation of an electronic signature) of the appointor or of his or her attorney duly authorised in writing. Where theProxy Form is executed by a corporation, it must be executed either under its seal or under the hand (or if submitted
electronically via email, alternatively by way of affixation of an electronic signature) of an officer or attorney duly
authorised. Where the Proxy Form is executed by an attorney on behalf of the appointor, the letter or power ofattorney or a duly certified copy thereof (failing previous registration with the Company), must be lodged with theProxy Form (if the Proxy Form is submitted by post) or be emailed with the Proxy Form (if the Proxy Form is submitted
electronically via email), failing which the Proxy Form may be treated as invalid.

7

(6)

A Shareholder (whether individual or corporate) who is not a relevant intermediary (as defined under Section 181
of the Singapore Companies Act), is entitled to appoint not more than two proxies in his/her/its stead. A proxy neednot be a Shareholder. Where a Shareholder appoints two proxies and does not specify the number of Shares to be
represented by each proxy, then the proxy whose name appears second shall be deemed to be nominated in thealternate.

(7)

As an alternative, Shareholders (whether individuals or corporates) may also appoint the Chairman of the EGM
as his/her/its proxy to vote on their behalf. Such Shareholders will have to submit the Proxy Form appointing the
Chairman of the EGM to vote on their behalf. Please refer to item 4 above for the manner for submission of theProxy Form.

(8)

A depositor shall not be regarded as a Shareholder entitled to attend and vote at the EGM and his/her/its Proxy
Form may be rejected by the Company unless he/she/it is shown to have Shares entered against his/her/its namein the depository register, as certified by the CDP, at least 48 hours before the EGM.

(9)SRS Investors may (a) vote at the EGM if they are appointed as proxies by their respective SRS Operators, andshould contact their respective SRS Operators if they have any queries regarding their appointment as proxies; or(b) specify their voting instructions to their respective SRS Operators or arrange for their votes to be submitted with
their respective SRS Operators, and should approach their respective SRS Operators as soon as possible and by
the time and date as specified by their respective SRS Operators to ensure their votes are submitted.

(10) Shareholders who hold their Shares through a relevant intermediary (as defined under Section 181 of the Singapore
Companies Act), and who wish to attend the EGM, should approach their respective relevant intermediaries throughwhich they hold such Shares as soon as possible in order to make the necessary arrangements for them to participate
in the EGM.

8

VERTEX TECHNOLOGY ACQUISITION CORPORATION LTD(Company Registration Number: 378671)(Incorporated in the Cayman Islands)

EXTRAORDINARY GENERAL MEETING – DEPOSITOR PROXY FORM
We, The Central Depository (Pte) Limited, of 11 North Buona Vista Drive #06-07 The Metropolis Tower 2, Singapore 138589(“CDP”) being a member of VERTEX TECHNOLOGY ACQUISITION CORPORATION LTD (the “Company”), pursuant to
Article 23.1(b) of the Company’s Memorandum and Articles of Association, are deemed to have appointed the person whose nameand particulars are set out in Part I below (the “Depositor(s)”), in respect of such number of shares (the “Depositor(s) Shares”)
set out against his/her/its name in the depository register maintained by CDP (the “Depository Register”) on 29 November 2023
(the “Cut Off Date”), as our proxy to vote for us on our behalf at the Extraordinary General Meeting (the “EGM”) of the Company
to be held at Raffles City Convention Centre, Level 4, Bras Basah Room, 80 Bras Basah Road, Singapore 189560 on 1 December
2023 at 2 p.m. (Singapore time) and at any adjournment thereof.
I.

OR, in the event the Company receives this Depositor Proxy Form which is:–(i) duly completed and signed/executed by the Depositor(s); and(ii) submitted by the requisite time and date, and to the requisite office as indicated below,
we hereby appoint the person (“Appointee”) whose details are given in Part II(a) or failing him/her/it, the Appointee
whose details are given in Part II(b), provided that such details have been verified in Part V by the affixing of the seal or
the signature of or on behalf of the persons named in Part I, and on the basis that such person(s) is authorised to vote inrespect of the proportion of the shareholding referred to in Part II(a) or (b) or if no proportions are so reflected, in respectof the whole of the said shareholding:–
Name

II. (a)Address

Email Address

NRIC/Passport
Number

Proportion of
Shareholdings%

Numberof Shares

Address

Email Address

NRIC/Passport
Number

Proportion of
Shareholdings%

Numberof Shares

and/or (delete as appropriate)
  (b)

Name

or failing him/her, the Chairman of the Meeting *as my/our proxy/proxies to vote for *me/us on *my/us on “my/our behalf at
the Extraordinary General Meeting to be convened and held at Raffles City Convention Centre, Level 4, Bras Basah Room,
80 Bras Basah Road, Singapore 189560 on 1 December 2023 at 2 p.m. (Singapore time) and at any adjournment thereof.
If no specific direction as to voting is given or in the event of any other matter arising at the EGM and at any adjournment
thereof, the proxy/proxies will vote or abstain from voting at his/her discretion. I/We further authorise and direct the Company
to accept this Depositor Proxy Form(s) in respect of the Depositor(s) Shares.
*Please delete accordingly.
III.

No. Resolutions relating to
Ordinary Resolutions
1

Proposed Business Combination between the Company and 17LIVE Inc. by wayof an acquisition by the Company of the entire issued and paid-up share capitalof 17LIVE Inc. from the Vendor for the Purchase Consideration2

Proposed allotment and issuance of 160,162,651 Consideration Shares at theIssue Price of S$5.00 in partial satisfaction of the Purchase Consideration for the
Proposed Business Combination3

Proposed allotment and issuance of up to 24,408,000 Earnout Shares at the Issue
Price of S$5.00 to the Earnout Shareholders in partial satisfaction of the Purchase
Consideration for the Proposed Business Combination, subject to the satisfactionof the Financial Targets for Earnout

4

Proposed allotment and issuance of up to 2,000,000 Base PIPE Shares at theIssue Price of S$5.00 to the PIPE Investors

5

Proposed allotment and issuance of up to 3,760,600 Special Bonus Shares at theIssue Price of S$5.00 to the Non-Redeeming Shareholders and the PIPE Investors

6

Proposed adoption of the Executive Incentive Scheme

7

Proposed allotment and issuance of up to 2,550,000 EIS Shares at the Issue
Price of S$5.00 to the Key Executives, subject to the satisfaction of the Financial
Targets for EIS

8

Proposed adoption of the Company Employee Share Option Plan

9

Proposed allotment and issuance of up to 2,114,891 ESOP Shares pursuant to
the Company Employee Share Option Plan

10

Proposed Change of Company’s Independent Auditor

11

Proposed appointment of Mr. Phua Jiexian Joseph as a new Director upon Completion

12

Proposed appointment of Mr. Lien Chien-Lin as a new Director upon Completion

13

Proposed appointment of Mr. Akio Tanaka as a new Director upon Completion

14

Proposed appointment of Mr. Hideto Mizuno as a new Director upon Completion

15

Proposed appointment of Ms. Chen Xiuling as a new Director upon Completion

For

AgainstAbstainNo. Resolutions relating toFor

AgainstAbstainSpecial Resolutions
16

Proposed Change of Company’s Name to “17LIVE Group Limited”

17

Proposed Adoption of the New Memorandum and Articles of Association

Dated this
IV.

day

of 2023

The Central Depository (Pte) Limited

Signature of Director
V.

TO BE COMPLETED BY DEPOSITOR(S) IF HE/SHE/IT WISHES TO NOMINATE A PROXY/PROXIES UNDER PART II
For Individuals:

For Corporations:

Signature of Direct Account Holder

Signature of Director

Signature of Director/Secretary

Common Seal

IMPORTANT: PLEASE READ NOTES OVERLEAF CAREFULLY BEFORE COMPLETING THIS DEPOSITOR PROXY FORM
Notes:
A depositor(s) who is a natural person need not submit this Depositor Proxy Form if he/she is attending the EGM.
Part II

1)

A Depositor(s) may nominate not more than two Appointees, who shall be natural persons, to attend and vote in
his/her/its place as proxy for CDP in respect of the number of the Depositor(s) Shares by completing Part II (a)and/or (b). Appointee(s) need not be a shareholder of the Company.

2)

Where a Depositor(s) is a corporation and wishes to be represented at the EGM, it must nominate an Appointee(s)or the Chairman of the Meeting to attend and vote as proxy/proxies for CDP at the EGM in respect of the numberof the Depositor(s) Shares.

3)

A Depositor(s) who wishes to nominate more than one Appointee must specify the proportion of the number ofthe Depositor(s) Shares (expressed as a percentage of the whole) and the number of the Depositor(s) Shares
to be represented by each Appointee. If no proportion of the number of the Depositor(s) Shares is specified, theAppointee whose name appears first shall be deemed to carry 100 per cent of the number of the Depositor(s)Shares of his/her/its appointor and the Appointee whose name appears second shall be deemed to be nominatedin the alternate.

Part IIIIMPORTANT: Please indicate with an “X” in the appropriate box against each resolution how you wish the
Appointee(s) to vote. If this Depositor Proxy Form is deposited without any indication as to how the Appointee(s)shall vote, the Appointee(s) or the Chairman of the Meeting may vote or abstain from voting at his/her discretion.

Part V		

If a Depositor(s) wishes to nominate an Appointee(s) or the Chairman of the Meeting, this Depositor Proxy Formmust be signed by the Depositor(s) or his/her/its attorney duly authorised in writing (or if submitted electronically
via email, alternatively by way of affixation of an electronic signature by the Depositor(s) or his/her/its attorney
duly authorised in writing). In the case of joint Depositors, all joint Depositor(s) must sign this Depositor Proxy
Form (or if submitted electronically via email, alternatively by way of affixation of an electronic signature by all joint
Depositor(s)). If the Depositor(s) is a corporation, this Depositor(s) Proxy Form must be executed under its common
seal or under the hand of an officer or its attorney duly authorised in writing (or if submitted electronically via email,alternatively by way of affixation of an electronic signature of an officer or its attorney duly authorised in writing).
The letter or power of attorney or a duly certified copy thereof appointing the attorney or other authority,
if any, under which this Depositor Proxy Form is signed, must be attached to this Depositor Proxy Form(or if submitted electronically via email, be emailed with this Depositor Proxy Form), failing which this Depositor
Proxy Form may be treated as invalid.

This Depositor Proxy Form, duly completed, must be deposited by the Depositor(s) to the Company in the following manner:(a) if submitted by post, be lodged at the Company’s Share Registrar, Boardroom Corporate & Advisory Services Pte. Ltd. at
1 Harbourfront Avenue, Keppel Bay Tower #14-07, Singapore 098632; or(b) if submitted electronically, be submitted via email to the Company’s Share Registrar at srs.teamd@boardroomlimited.com,
in each case, not later than 2 p.m. on 29 November 2023.
GENERAL
The Company shall be entitled to reject any Depositor Proxy Form, which is incomplete, improperly completed or illegible, or where
the true intentions of the Depositor(s) are not ascertainable from the instruction of the Depositor(s) specified on any Depositor Proxy
Form. It is the Depositor(s)’ responsibility to ensure that this Depositor Proxy Form is properly completed. In addition, in the caseof Depositor(s) Shares entered in the Depository Register, the Company may reject a Depositor Proxy Form if the Depositor(s),being the appointor(s), is not shown to have Depositor(s) Shares entered against his/her/its name in the Depository Register as at
48 hours before the time appointed for holding the EGM, as certified by CDP to the Company. Any decision to reject this Depositor
Proxy Form on the ground that it is incomplete, improperly completed or illegible will be final and binding and neither the Company,
CDP nor Boardroom Corporate & Advisory Services Pte. Ltd. accepts any responsibility for the consequences of such a decision.
Personal data privacy:
By submitting an instrument appointing a proxy(ies) and/or representative(s) to attend, speak and vote at the Extraordinary
General Meeting and/or any adjournment thereof, a member of the Company (i) consents to the collection, use and disclosure of
the member’s personal data by the Company (or its agents) for the purpose of the processing and administration by the Company(or its agents) of proxies and representatives appointed for the Extraordinary General Meeting (including any adjournment thereof)
and the preparation and compilation of the attendance lists, minutes and other documents relating to the Extraordinary General
Meeting (including any adjournment thereof), and in order for the Company (or its agents) to comply with any applicable laws, listing
rules, regulations and/or guidelines (collectively, the “Purposes”), (ii) warrants that where the member discloses the personal dataof the member’s proxy(ies) and/or representative(s) to the Company (or its agents), the member has obtained the prior consent
of such proxy(ies) and/or representative(s) for the collection, use and disclosure by the Company (or its agents) of the personal
data of such proxy(ies) and/or representative(s) for the Purposes, and (iii) agrees that the member will indemnify the Company
in respect of any penalties, liabilities, claims, demands, losses and damages as a result of the member’s breach of warranty.