Cheerwin Group Limited — Proxy Solicitation & Information Statement 2021

Oct 29, 2021

==> picture [40 x 38] intentionally omitted <==

Cheerwin Group Limited 朝雲集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 6601)

FORM OF PROXY FOR EXTRAORDINARY GENERAL MEETING

I/We (Name)

(Block capitals)

of (Address) being the holder(s) of (see Note 1) shares of US$0.0000002 each in the share capital of Cheerwin Group

Limited (the “ Company ”) hereby appoint (Name)

of (Address)

or failing him/her, (Name)

of (Address)

or failing him/her, the chairman of the meeting (see Note 2) 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 Conference Room, 7th Floor, North Podium Building, Liby Center, No. 2 Luju Road, Liwan District, Guangzhou, Guangdong Province, China on Tuesday, 16 November 2021 at 10:30 a.m. and at any adjournment thereof or on any resolution or motion which is proposed thereat. My/Our proxy is authorised and instructed to vote as indicated (see Note 3) in respect of the undermentioned resolution:

	Ordinary Resolution (see Note 3)ForAgainstTo grant share options to Ms. Chen Danxia to subscribe for 65,000,000 shares atan exercise price of HK$4.33 per share under the share option scheme of theCompany.Dated thisday of, 2021Signature(s)(see Note 5)	Ordinary Resolution (see Note 3)ForAgainstTo grant share options to Ms. Chen Danxia to subscribe for 65,000,000 shares atan exercise price of HK$4.33 per share under the share option scheme of theCompany.Dated thisday of, 2021Signature(s)(see Note 5)	Ordinary Resolution (see Note 3)ForAgainstTo grant share options to Ms. Chen Danxia to subscribe for 65,000,000 shares atan exercise price of HK$4.33 per share under the share option scheme of theCompany.Dated thisday of, 2021Signature(s)(see Note 5)
	Dated this	day of	, 2021Signature(s)

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. A member may appoint more than one proxy of his/her own choice if the member is the holder of two or more shares. If such an appointment is made, strike out the words “the chairman of the meeting”, 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.

3. 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 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. The description of the resolution is by way of summary only. The full text is set out in the notice of the extraordinary general meeting of the Company dated 1 November 2021.

4. If the appointor is a corporation, this form must be under common seal or under the hand of an officer, attorney, or other person duly authorised on that behalf.

5. 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.

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 of members in respect of such share shall alone be entitled to vote in respect thereof.

1. To be valid, this form of proxy must be completed, signed and deposited at the Hong Kong share registrar of the Company, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, together with the power of attorney or other authority (if any) under which it is signed (or a notarially certified copy thereof), not less than 48 hours before the time for holding the meeting or any adjournment thereof. The completion and return of the form of proxy shall not preclude members of the Company from attending and voting in person at the above meeting (or any adjourned meeting thereof) if you so wish and in such event, this form of proxy shall be deemed to be revoked.

2. A proxy need not be a member of the Company.