Binjiang Service Group Co. Ltd. — Proxy Solicitation & Information Statement 2020

Apr 27, 2020

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Binjiang Service Group Co. Ltd. 濱江服務集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 3316)

FORM OF PROXY FOR THE ANNUAL GENERAL MEETING TO BE HELD ON JUNE 1, 2020

I/We [(Note][1)] (Name)

of (Address)

being the registered holder(s) of [(Note][2)]

shares of US$0.0001 each in the

share capital of Binjiang Service Group Co. Ltd. (the “ Company ”) hereby appoint the chairman of the annual general meeting of the Company (the “ Chairman ”) [(Note][3)] or (Name)

of (Address)

or

of

as my/our proxy to attend and vote for me/us and on my/our behalf at the annual general meeting of the Company to be held at the Main Conference Room, Block 6, 36 Qingchun Road East, Jianggan District, Hangzhou, the PRC on Monday, June 1, 2020 at 3:30 p.m., and at any adjournment thereof on the undermentioned resolutions as indicated and if no such indication is given as my/our proxy thinks fit:

				Ordinary Resolutions (Note 4)	Ordinary Resolutions (Note 4)	Ordinary Resolutions (Note 4)		For	Against
		1.	To receive and adopt the audited consolidated financial			statements of the	Company and its
			subsidiaries and the reports of	the directors (the “Director(s)”) and the independent auditors (the
			“Auditors”) for the year ended	December 31, 2019.
		2.	(a) To declare a final dividend of HK$0.228 per Share for the year ended December 31, 2019;
			and
			(b) To declare a special dividend of HK$0.091 per Share for the year ended December 31, 2019.
		3.	(a) To re-elect Mr. MO Jianhua as a non-executive Director.
			(b) To re-elect Mr. DING Jiangang as an independent non-executive Director.
			(c) To re-elect Mr. LI Kunjun as an independent non-executive Director.
		4.	To authorise the board of Directors of the Company (the “Board”) to determine the Directors’
			remuneration.
		5.	To re-appoint KPMG as the Auditors and to authorise the Board to fix their remuneration.
		6.	To grant a Share Issue Mandate to the Board to allot, issue			and deal with additional shares of the
			Company. (Note 11)
		7.	To grant a Share Buy-back Mandate to the Board to buy back shares of the Company. (Note 11)
		8.	Conditional upon resolutions No. 6		and No. 7 above being passed, to extend the general mandate
			granted by resolution No. 6 by adding thereto of the total number of shares of the Company
			bought back under the general mandate granted pursuant to resolution No. 7. (Note 11)

Signature(s) [(Note][5)] :

day of

2020

Date:

Notes:

1. Please insert full name(s) and address(es) as registered in the register of members of the Company in BLOCK CAPITALS .

2. 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 share capital of the Company registered in your name(s).

3. A proxy need not be a member of the Company. A member may appoint more than one proxy of his/her own choice. If you wish to appoint some person other than the Chairman as your proxy, strike out the words “the chairman of the annual general meeting of the Company (the “ Chairman ”) [(Note][3)] or”, and insert the name(s) of the person(s) appointed as proxy in space provided. Any alteration made to this form of proxy must be initialed by the person who signs it.

4. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, PLEASE TICK THE BOX MARKED “For”. IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, PLEASE TICK THE BOX MARKED “Against”. Failure to tick a box will entitle your proxy to cast your vote or abstain at his/her discretion. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the meeting other than those referred to in the notice convening the meeting.

5. This form of proxy must be signed by you or your attorney duly authorised in writing or, in case of a corporation, must be either given under its common seal, or signed on its behalf by an attorney or a duly authorised officer of the corporation.

6. Any alteration made to this form of proxy should be initialed.

7. In the case of joint holders, the signature of any one holder will be sufficient but the names of all the joint holders should be stated.

8. Where there are joint holders of any share of the Company, any one of such joint holders may vote at the meeting, either in person or by proxy, in respect of such share as if he/she were solely entitled thereto, but if more than one of such joint holders be present at the meeting, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined as that one of the said persons so present whose name stands first on the register in respect of such share shall alone be entitled to vote in respect thereof.

9. To be valid, this form of proxy must be completed, signed and deposited at the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding of the annual general meeting (i.e. not later than 3:30 p.m. on Saturday, May 30, 2020) or any adjournment thereof.

10. Completion and return of the proxy form will not preclude you from attending and voting in person at the annual general meeting or any adjournment thereof should you so wish and in such event, the proxy form shall be deemed to be revoked.

11. The full text of resolutions 6, 7 and 8 are set out in the notice of AGM dated April 28, 2020.