Binjiang Service Group Co. Ltd. — Proxy Solicitation & Information Statement 2022

Dec 8, 2022

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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 EXTRAORDINARY GENERAL MEETING TO BE HELD ON DECEMBER 30, 2022

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 extraordinary general meeting of the Company (the “ Chairman ”) [(Note][3)] or (Name)

of (Address)

or (Name)

of (Address)

as my/our proxy to attend and vote for me/us and on my/our behalf at the extraordinary general meeting of the Company to be held at the Main Conference Room, Block 6, 36 Qingchun Road East, Shangcheng District, Hangzhou, the PRC on Friday, December 30, 2022 at 10:00 a.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)	For	Against
	1.	To approve, confirm and ratify the 2023 master pre-delivery management services
		agreement (“2023 Master Pre-delivery Management Services Agreement”) dated
		November 3, 2022 entered into between the Company and Hangzhou Binjiang Real Estate
		Group Co., Ltd. (杭州濱江房產集團股份有限公司) (“Binjiang Real Estate*”), the terms
		thereof, the continuing connected transactions contemplated thereunder and the proposed
		annual cap under the 2023 Master Pre-delivery Management Services Agreement, and to
		authorise any one director of the Company to do all such acts, deeds and things and to
		sign, execute and deliver all such documents as they may, in their absolute discretion,
		consider necessary, desirable or expedient to give effect, determine, revise, supplement or
		complete any matters relating to or in connection with the 2023 Master Pre-delivery
		Management Services Agreement and the transactions respectively contemplated
		thereunder.
	2.	To approve, confirm and ratify the 2023 Master Property Management Services Agreement
		(“2023 Master Property Management Services Agreement”) dated November 3, 2022
		between the Company and Binjiang Real Estate, the terms thereof, the continuing
		connected transactions contemplated thereunder and the proposed annual cap under the
		2023 Master Property Management Services Agreement, and to authorise any one director
		of the Company to do all such acts, deeds and things and to sign, execute and deliver all
		such documents as they may, in their absolute discretion, consider necessary, desirable or
		expedient to give effect, determine, revise, supplement or complete any matters relating to
		or in connection with the 2023 Master Property Management Services Agreement and the
		transactions respectively contemplated thereunder.

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

day of

2022

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 extraordinary 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 extraordinary general meeting (i.e. not later than 10:00 a.m. on Wednesday, December 28, 2022) or any adjournment thereof.

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