V1 : Proxy Form

V1 GROUP LIMITED

第 一 視 頻 集 團 有 限 公 司

(Incorporated in Bermuda with limited liability)

(Stock Code: 82)

FORM OF PROXY FOR USE AT THE ANNUAL GENERAL MEETING (''AGM'') TO BE HELD AT 18/F, TOWER 1, RECERO INTERNATIONAL CENTRE, NO. 8 WANG JING EAST ROAD, CHAO YANG DISTRICT, BEIJING, PRC ON FRIDAY, 7 MAY 2021 AT 10:30 A.M.

No. of shares to which this proxy relates (Note 1)

I/we (Note 2)

of

member(s) of V1 Group Limited (the ''Company'') hereby appoint (Note 3) the Chairman of the AGM or

of

as my/our proxy to attend, act and vote for me/us and on my/our behalf at the AGM of the Company to be held at 18/F, Tower 1, Recero International Centre, No. 8 Wang Jing East Road, Chao Yang District, Beijing, PRC on Friday, 7 May 2021 at 10:30 a.m. for the purposes of considering and, if thought fit, passing the resolutions as set out in the notice convening the AGM and at such AGM (and at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of the resolutions as indicated below:

ORDINARY RESOLUTIONS

FOR (Note 4)

AGAINST (Note 4)

1. To receive and consider the audited consolidated financial statements and the reports of the Directors and the Auditors for the year ended 31 December 2020.

2. (a) To re-elect Ms. CHENG Po Chuen as an executive Director.

(b) To re-elect Mr. PENG Xitao as an executive Director.

(c) To re-elect Mr. ZANG Dongli as an independent non-executive Director.

(d) To re-elect Mr. ZHOU Jingping as an independent non-executive Director.

(e) To authorise the board of Directors to fix the remuneration of the Directors.

1. To re-appoint BDO Limited as the auditors and to authorise the board of Directors to fix their remuneration.
2. To grant a general mandate to the Directors to purchase the shares of the Company not exceeding 10% of the total number of shares of the Company in issue as at the date of passing this resolution.
3. To grant a general mandate to the Directors to issue, allot and deal with additional shares of the Company not exceeding 20% of the total number of shares of the Company in issue as at the date of passing this resolution.
4. To extend the general mandate granted to the Directors to issue, allot and deal with additional shares in the capital of the Company by the total number of shares repurchased by the Company.

SPECIAL RESOLUTION

FOR (Note 4)

AGAINST (Note 4)

7. To approve the Change of the Company Name.

Dated this

day of

2021

Signature(s) (Note 5):

Notes:

1. Please insert the number of shares registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all the shares in the capital of the Company registered in your name(s).
2. Please insert full name(s) and address(es) in BLOCK CAPITALS.
3. If any proxy other than the Chairman of the AGM is preferred, strike out the relevant reference and insert the name and address of the proxy desired in the space provided. A member may appoint one or more proxies to attend and vote in his/her/its stead. A proxy need not be a member of the Company. ANY ALTERATION MADE ON THIS FORM OF PROXY MUST BE DULY INITIALLED BY THE PERSON WHO SIGNS IT.
4. IMPORTANT: IF YOU WISH TO VOTE FOR OR AGAINST THE RESOLUTIONS, PLEASE PLACE A ''✓'' IN THE APPROPRIATE BOX. If you do not indicate how you wish your proxy to vote, your proxy will exercise his/her/its discretion whether to vote for or against the Resolutions or to abstain from voting. Your proxy will be entitled to vote at his/her/its discretion on any resolutions properly put to the AGM other than those referred to in the notice convening the AGM.
5. This form of proxy must be signed under the hand of the appointor or of his/her/its attorney duly authorised in writing, or if the appointor is a corporation, either under seal or under the hand of an officer or attorney duly authorised.
6. If two or more persons are jointly entitled to a share and are present at the AGM, only the joint holder whose name stands first in the Registers of Members in respect of the joint holding is entitled to vote at the AGM.
7. To be valid, this form of proxy, together with the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of that power of attorney or authority, must be deposited with the Company's branch share registrar in Hong Kong, Tricor Tengis Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not less than 48 hours before the time fixed for the AGM (or any adjournment thereof).
8. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the AGM or any adjournment thereof should you so wish.
   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 Meeting of the Company (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 Company/Tricor Tengis Limited at the above address.