Baoye Group Company Limited — Proxy Solicitation & Information Statement 2021

Dec 9, 2021

==> picture [33 x 52] intentionally omitted <==

==> picture [299 x 46] intentionally omitted <==

(Incorporated in Bermuda with limited liability)

(Stock code: 1013)

PROXY FORM FOR SPECIAL GENERAL MEETING

I/We [(Note][1)]

of beingshare(s)the ofregisteredHK$0.1holder(s)each inof [(Note] the share [2)] capital of Wai Chun Group Holdings Limited (the “ Company ”) HEREBY APPOINT

of (theor failing“ SGM him,”) ofthetheChairmanCompanyoftothebeMeetingheld at 13/F., Admiralty [(Note][3)] as my/ourCentreproxy2,to18attendHarcourtand voteRoad, Admiralty,for me/us and Hongon my/ourKongbehalfon 28 atDecemberthe special2021generalat 11:00meetinga.m. (or any adjournment thereof), to vote for me/us as hereunder indicated, or if no such indication is given, as my/our proxy thinks fit:

		ORDINARY RESOLUTION	For	(Note 4)	Against (Note 4)	Against (Note 4)
	(a)	the subscription agreement dated 21 October 2021 (the “Subscription Agreement”)
		and entered into between the Company and Ka Chun Holdings Limited	in respect of
		the issue of convertible bonds in an aggregate principal amount of HK$42,700,000
		(the “Convertible Bonds”) (a copy of which marked “A” has been produced to the
		Meeting and initialled by the chairman of the Meeting for identification purpose)
		upon and subject to the terms and conditions as set out therein and the transactions
		contemplated thereunder be and are hereby approved, confirmed and ratified;
	(b)	the issue of the Convertible Bonds by the Company in accordance with the terms and
		conditions of the Subscription Agreement be and is hereby approved;
	(c)	the allotment and issue of new ordinary shares of HK$0.1 each in the share capital of
		the Company (the “Conversion Shares”) which may fall to be allotted and issued
		upon the exercise of the conversion rights attaching to the Convertible Bonds in
		accordance with the terms and conditions thereof be and are hereby approved;
	(d)	conditional upon, among others, the listing committee of The Stock	Exchange of
		Hong Kong Limited granting the listing of, and permission to deal in, the Conversion
		Shares, the specific mandate to the directors of the Company (the “Directors”) to
		exercise the powers of the Company for the allotment and issue of the Conversion
		Shares in accordance with the terms and conditions of the Convertible Bonds be and
		is hereby approved; and
	(e)	any one or more Directors be and are hereby authorised to do all such things and acts
		as he/she/they may in his/her/their discretion consider necessary,	desirable or
		expedient, for the purposes of or in connection with the implementation of the
		Subscription Agreement and the transactions contemplated thereunder, including but
		not limited to the execution of all such documents under seal where applicable, as
		he/she/they considers necessary or expedient in his/her/their opinion to implement
		and/or give effect to the issue of the Convertible Bonds and the allotment and issue of
		the Conversion Shares which may fall to be allotted and issued upon exercise of the
		conversion rights attaching to the Convertible Bonds.
	Dated	this day of 2021	Signature(s) (Note 5)

Notes:

1. Full name(s) and address(s) to be inserted in BLOCK CAPITALS . The names of joint registered holders should be stated.

2. Please insert the number of shares registered in your name(s) to which the proxy relates. If no number is inserted, this form will be deemed to relate to all the shares in the Company registered in your name(s).

3. If any proxy other than the Chairman of the Meeting is preferred, strike out the words “the Chairman of the Meeting” and insert the name and address of the proxy desired in the space provided. Any alteration made to this form must be initialed by the person who signs it.

4. IMPORTANT:RESOLUTION,IF YOUPLEASEWISHPLACE ATO VOTE“ ✔ ” INFORTHE APPROPRIATETHE RESOLUTION,BOXPLEASEMARKEDPLACE A“AGAINST”“ ✔ ” IN . Failure THE APPROPRIATE to tick any boxes BOX will MARKED entitle your “FOR”. proxy to IF YOU cast his WISH votes at TO his VOTE AGAINST discretion. THE

5. This proxy form must be signed by you or your attorney duly authorized in writing or, in the case of a corporation, must be executed either under its common seal or under the hand of an officer or attorney or other person duly authorized.

6. In the case of joint holders of shares of the Company, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holder(s) and for this purpose seniority shall be determined by the order in which the name stands on the register of members of the Company in respect of the joint holding, the first named being the senior.

7. To be valid, this proxy form together with power of attorney (if any) or other authority (if any) under which it is signed or a notarially certified copy thereof must be deposited at the Company’s Hong Kong branch share registrar, Union Registrars Limited, at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong, not less than 48 hours before the time fixed for holding the SGM (or any adjournment thereof).

8. In order to qualify for attending and voting at the SGM (or any adjournment thereof), all transfers of shares of the Company accompanied by the relevant share certificates(s) must be lodged with the Company’s branch share registrar in Hong Kong at the above address by no later than 4:00 p.m. on 21 December 2021.

9. The proxy need not be a member of the Company but must attend the SGM (or any adjournment thereof) in person to represent you. 10. Completion and return of this form will not preclude you from attending and voting in person at the SGM (or any adjournment thereof) if you wish to do so. 11. In case a Typhoon Signal No. 8 (or above) or a Black Rainstorm Warning Signal is hoisted but lowered before 7:00 a.m. on Tuesday, 28 December 2021, the SGM will be held as scheduled at 10:30 a.m. on the same day at the same venue; or a Typhoon Signal No. 8 (or above) or a Black Rainstorm Warning Signal is hoisted or remains hoisted any time after 7:00 a.m. on Tuesday, 28 December 2021, the SGM will be automatically postponed to a later date. The Company will post an announcement on the websites of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) and the Company (www.1013.hk) to notify shareholders of the date, time and location of the rescheduled meeting.

10. PERSONAL INFORMATION COLLECTION STATEMENT

11. (i) “Personal Data” in this statement has the same meaning as “personal data” in the Personal Data (Privacy) Ordinance, Chapter 486 of the Laws of Hong Kong (“ PDPO ”).

12. (ii) Your Personal Data is supplied to the Company on a voluntary basis. Failure to provide sufficient information may render the Company not able to process your instructions and/or request as stated in this proxy form.

13. (iii) Your Personal Data may be disclosed or transferred by the Company to its subsidiaries, the branch share registrar, and/or other companies or bodies for any of the stated purposes, and retained for such period as may be necessary for verification and record purposes.

14. (iv) You have the right to request access to and/or correction of your Personal Data in accordance with the provisions of the PDPO. Any such request for access to and/or correction of your Personal Data should be in writing and sent to the Personal Data Privacy Officer of the branch share registrar.

PRECAUTIONARY MEASURES AT THE SPECIAL GENERAL MEETING In view of the recent developments of the Novel Coronavirus pandemic, and taking into consideration of the guidelines issued by the Government of Hong Kong, the Company will implement the following––– preventivecompulsoryeveryno refreshmentshareholdermeasuresbodywilltemperatureoratbeproxytheserved.SGMis requiredcheckto protectwillto bewearattendingconductedsurgicalshareholdersforfaceeverymaskshareholderfromthroughoutthe riskortheofproxySGM;infection:atandthe entrance of the venue of the SGM; Any person who does not comply with the precautionary measures may be denied entry into the venue. The Company wishes to remind all shareholders that physical attendance in person at the SGM is not necessary for the purpose of exercising voting rights. Shareholders may appoint the chairman of the SGM as their proxy to vote on the resolution at the SGM as an alternative to attending the SGM in person.

• for identification purpose only