NOTES
IF YOU HAVE EXECUTED A STANDING PROXY, YOUR STANDING PROXY WILL BE VOTED AS INDICATED IN NOTE 2 BELOW, UNLESS YOU ATTEND THE AGM IN PERSON OR SEND IN A SPECIFIC PROXY.
| 1 | A proxy need not be a shareholder of the Company. A shareholder entitled to attend and vote at the AGM is entitled to appoint one or more proxies to attend and vote in his/her stead. |
| 2 | Any standing proxy previously deposited by a shareholder with the Company will be voted in favour of the resolutions to be proposed at the AGM unless revoked prior to the AGM or the shareholder attends the AGM in person or executes a specific proxy. |
| 3 | A form of proxy for use at the AGM is enclosed. Whether or not you propose to attend the AGM in person, you are strongly advised to complete and sign the enclosed form of proxy in accordance with the instructions printed on it and then deposit it (together with any power of attorney or other authority under which it is signed or a notarially certified copy of that power or authority) at the offices of 4 Pandan Crescent #03-03 Singapore (128475), or send copies of the foregoing by email to AGM@lightinthebox.com, in each case marked for the attention of Yuanjun Ye, not later than 48 hours before the time for the holding of the AGM or adjourned AGM in accordance with the articles of association of the Company. Returning the completed form of proxy will not preclude you from attending the AGM and voting in person if you so wish. |
| 4 | If two or more persons are jointly registered as holders of a share, the vote of the senior person who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of other joint holders. For this purpose seniority shall be determined by the order in which the names stand on the Company's register of shareholders in respect of the relevant shares. |
| 5 | A shareholder holding more than one share entitled to attend and vote at the AGM need not cast the votes in respect of such shares in the same way on any resolution and therefore may vote a share or some or all such shares either for or against a resolution and/or abstain from voting a share or some or all of the shares and, subject to the terms of the instrument appointing any proxy, a proxy appointed under one or more instruments may vote a share or some or all of the shares in respect of which he is appointed either for or against a resolution and/or abstain from voting. |
| 6 | The quorum for the AGM is two Members holding not less than an aggregate of one-third in par value of the share capital of the Company in issue entitled to vote on the resolutions to be considered at the AGM. |
Appendix A
Additional information on certain of the proposed article amendments
| Current Article | Proposed Amendments |
| Article 1.1 | “Founders” means Conner Growth Holding Limited, Binlight PTE. LTD and Beathena Holding Limited; | "Founders" means Conner Growth Holding Limited, Binlight PTE. LTD and Beathena Holding Limited; |
|---|
| Article 20.6 | Subject to Article 21.2, at any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless before, or on the declaration of the result of, the show of hands, the chairman demands a poll, or any Member present in person or by proxy (or in the case of a corporation or other non-natural person, by its duly authorised representative or proxy) with a right to attend and vote at the meeting demand a poll. | Subject to Article 21.2, aAt any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless before, or on the declaration of the result of, the show of hands, the chairman demands a poll, or any Member present in person or by proxy (or in the case of a corporation or other non-natural person, by its duly authorised representative or proxy) with a right to attend and vote at the meeting demand a poll. |
|---|
| Article 21.1 | Subject to Article 21.2 and to any rights and restrictions for the time being attached to any class or classes of shares, on a show of hands every Member who (being an individual) is present in person or by proxy or, if a corporation or other non-natural person is present by its duly authorised representative or by proxy, shall have one vote and on a poll, every Member present in person and every person representing a Member by proxy at a general meeting of the Company shall have one vote for each paid up share registered in his name in the Register of Members. | Subject to Article 21.2 and to any rights and restrictions for the time being attached to any class or classes of shares, on a show of hands every Member who (being an individual) is present in person or by proxy or, if a corporation or other non-natural person is present by its duly authorised representative or by proxy, shall have one vote and on a poll, every Member present in person and every person representing a Member by proxy at a general meeting of the Company shall have one vote for each paid up share registered in his name in the Register of Members. |
|---|
| Article 21.2 | For so long as any of the Founders holds any share, then on any resolution relating to (i) a Change of Control or (ii) an amendment to or deletion of this Article 21.2, the Founders, present in person or by proxy, shall have three votes for each paid up share registered in its name in the Register of Members, and every other Member, present in person or by proxy, shall have one vote for each paid up share registered in his name in the Register of Members. | [Reserved] For so long as any of the Founders holds any share, then on any resolution relating to (i) a Change of Control or (ii) an amendment to or deletion of this Article 21.2, the Founders, present in person or by proxy, shall have three votes for each paid up share registered in its name in the Register of Members, and every other Member, present in person or by proxy, shall have one vote for each paid up share registered in his name in the Register of Members. |
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Appendix B
Sixth Amended and Restated Memorandum of Association and Articles of Association
THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES SIXTH AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF LIGHTINTHEBOX HOLDING CO., LTD.
(adopted by a Special Resolution passed on [ ] 2024)
| 1 | The name of the Company is LightlnTheBox Holding Co., Ltd. |
| 2 | The Registered Office of the Company shall be at the offices of Vistra (Cayman) Limited, P.O. Box 31119, Grand Pavilion, Hibiscus Way, 802 West Bay Road, Grand Cayman, KY1-1205, Cayman Islands, or at such other place within the Cayman Islands as the Directors may from time to time decide. |
| 3 | The objects for which the Company is established are unrestricted and the Company shall have full power and authority to carry out any object not prohibited by the Companies Act or any other law of the Cayman Islands. |
| 4 | The Company shall have and be capable of exercising all the functions of a natural person of full capacity irrespective of any question of corporate benefit as provided by the Companies Act. |
| 5 | The Company will not trade in the Cayman Islands with any person, firm or corporation except in furtherance of the business of the Company carried on outside the Cayman Islands; provided that nothing in this section shall be construed as to prevent the Company effecting and concluding contracts in the Cayman Islands, and exercising in the Cayman Islands all of its powers necessary for the carrying on of its business outside the Cayman Islands. |
| 6 | The liability of each Member is limited to the amount from time to time unpaid on such Member's shares. |
| 7 | The authorised share capital of the Company is US$50,000 divided into 750,000,000 Ordinary Shares of a nominal or par value of US$1/15000 each, provided always that subject to the Companies Act and the Articles of Association the Company shall have power to redeem or purchase any of its shares and to sub-divide or consolidate the said shares or any of them and to issue all or any part of its capital whether original, redeemed, increased or reduced with or without any preference, priority, special privilege or other rights or subject to any postponement of rights or to any conditions or restrictions whatsoever and so that unless the conditions of issue shall otherwise expressly provide issue of shares whether stated to be ordinary, preference or otherwise shall be subject to the powers on the part of the Company hereinbefore provided. |
| 8 | Company has power to register by way of continuation as a body corporate limited by shares under the laws of any jurisdiction outside the Cayman Islands and to be registered in the Cayman Islands. |
| 9 | Terms that are not defined in this Amended and Restated Memorandum of Association bear the same meaning as those given in the Amended and Restated Articles of Association of the Company. |
TABLE OF CONTENTS
| CLAUSE · PAGE |
|---|
| 1 | Interpretation | 5 |
| 2 | Preliminary | 8 |
| 3 | Issue of Shares | 8 |
| 4 | Register of Members and Share Certificates | 8 |
| 5 | Transfer of Shares | 9 |
| 6 | Redemption, Purchase and Surrender of Own Shares | 10 |
| 7 | Treasury Shares | 10 |
| 8 | Variation of Rights Attaching to Shares | 10 |
| 9 | Commission on Sale of Shares | 10 |
| 10 | Non-Recognition of Trusts | 10 |
| 11 | Lien on Shares | 11 |
| 12 | Calls on Shares | 11 |
| 13 | Forfeiture of Shares | 12 |
| 14 | Registration of Empowering Instruments | 12 |
| 15 | Transmission of Shares | 12 |
| 16 | Alteration of Capital | 13 |
| 17 | Closing Register of Members or Fixing Record Date | 13 |
| 18 | General Meetings | 14 |
| 19 | Notice of General Meetings | 14 |
| 20 | Proceedings at General Meetings | 14 |
| 21 | Votes of Members | 15 |
| 22 | Proxies | 16 |
| 23 | Corporations Acting by Representatives at Meeting | 17 |
| 24 | Clearing Houses | 17 |
| 25 | Shares that may not be Voted | 17 |
| 26 | Directors | 17 |
| 27 | Directors' Fees and Expenses | 18 |
| 28 | Alternate Director | 18 |
| 29 | Powers and Duties of Directors | 18 |
| 30 | Disqualification of Directors | 19 |
| 31 | Proceedings of Directors | 20 |
| 32 | Presumption of Assent | 21 |
| 33 | Dividends, Distributions and Reserve | 22 |
| 34 | Books of Accounts | 23 |
| 35 | Annual Returns and Filings | 23 |
| 36 | Audit | 23 |
| 37 | The Seal | 23 |
| 38 | Capitalisation of Profits | 24 |
| 39 | Notices | 24 |
| 40 | Information | 25 |
| 41 | Indemnity | 25 |
| 42 | Financial Year | 25 |
| 43 | Winding Up | 26 |
| 44 | Amendment of Memorandum and Articles of Association and Name of Company | 26 |
| 45 | Registration by way of Continuation | 26 |
| 46 | Mergers and Consolidations | 26 |
