CIFI Holdings (Group) Co. Ltd. — Proxy Solicitation & Information Statement 2025

Apr 30, 2025

旭辉集团

CIFI GROUP

CIFI Holdings (Group) Co. Ltd.

旭輝控股（集團）有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 00884)

FORM OF PROXY FOR 2025 ANNUAL GENERAL MEETING

I/We (Note 1)

of

being the registered holder(s) of (Note 2) _________ ordinary shares of HK$0.10 each in the share capital of

CIFI Holdings (Group) Co. Ltd. (the "Company"), HEREBY APPOINT (Note 3)

of

or failing him, the Chairman of the meeting, as my/our proxy(ies) to attend and vote for me/us at the 2025 annual general meeting of the Company to be held at Contract Signing Room, 2/F., CIFI Center, Lane 1088, No. 39 Shenhong Road, Minhang District, Shanghai, PRC, on Friday, 6 June 2025 at 10:00 a.m. (the "2025 AGM") (or at any adjournment thereof) and in particular (but without limitation) at such meeting (or at any adjournment thereof) on a poll to vote for me/us and in my/our name(s) in respect of the resolutions set out in the notice of 2025 AGM as indicated below, or, if no such indication is given, at the discretion of my/our proxy(ies).

Ordinary Resolutions		FOR (Note 4)	AGAINST (Note 4)
1.	To receive and consider the audited consolidated financial statements of the Company and its subsidiaries, the report of the directors and the independent auditor's report for the year ended 31 December 2024.
2.	(a) To re-elect Mr. LIN Wei as executive director of the Company.
	(b) To re-elect Mr. RU Hailin as executive director of the Company.
	(c) To re-elect Mr. ZHANG Yongyue as independent non-executive director of the Company.
	(d) To authorise the board of directors of the Company to fix the remuneration of all directors of the Company.
3.	To re-appoint Prism Hong Kong Limited as auditor of the Company and to authorise the board of directors of the Company to fix the auditor's remuneration.
4.	To grant a general mandate to the board of directors of the Company to allot, issue and deal with additional shares of the Company and to sell or transfer treasury shares of the Company, if any, not exceeding 20% of the total issued shares (excluding any treasury shares) of the Company as at the date of passing of this resolution (ordinary resolution no. 4 of the notice of the 2025 AGM).
5.	To grant a general mandate to the board of directors of the Company to repurchase shares of the Company not exceeding 10% of the total issued shares (excluding any treasury shares) of the Company as at the date of passing of this resolution (ordinary resolution no. 5 of the notice of the 2025 AGM).
6.	To extend, conditional upon the above ordinary resolution nos. 4 and 5 being duly passed, the general mandate to be granted to the board of directors of the Company to allot and issue shares (including any sale or transfer of treasury shares) of the Company (ordinary resolution no. 6 of the notice of the 2025 AGM).

Date: _______, 2025

Shareholder's Signature (Note 5): _________

Notes:

1. Please insert full name(s) and address(es) to be inserted in BLOCK CAPITALS.
2. Please insert the number of shares registered in your name(s) to which this form of proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all the shares of the Company registered in your name(s).
3. Please insert the name and address of the proxy desired. A member is entitled to attend and vote at the 2025 AGM and is entitled to appoint one or more (if the member holds more than one share) proxies to attend and vote on his behalf. A proxy need not be a member of the Company but must attend the 2025 AGM in person to represent you. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE MEETING WILL ACT AS YOUR PROXY.
4. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION(S), PLEASE TICK IN THE RELEVANT BOX(ES) MARKED "FOR". IF YOU WISH TO VOTE AGAINST THE RESOLUTION(S), PLEASE TICK IN THE RELEVANT BOX(ES) MARKED "AGAINST". Failure to complete the boxes will entitle your proxy(ies) to cast his/their vote(s) or abstain from voting at his/their discretion. Your proxy(ies) will also be entitled to vote at his discretion or abstain from voting on any resolution properly put to the meeting other than those set out in the notice of the 2025 AGM.
5. This form of proxy must be signed by you or your attorney duly authorised in writing, or, in the case of a corporation, must be either under its seal or under the hand of an officer, attorney or other person duly authorised.
6. Where there are joint holders of any share(s) of the Company, any one of such joint holders may vote at the 2025 AGM either in person or by proxy, in respect of such share(s) as if he were solely entitled thereto; but if more than one of such joint holders are present at the 2025 AGM in person or by proxy, that one of such joint holders so present whose name stands first on the register of members of the Company in respect of such share(s) shall alone be entitled to vote in respect thereof.
7. To be valid, this form of proxy, together with the power of attorney or other authority (if any) under which it is signed (or a notarially certified copy of that power of attorney or authority), must be 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 not less than 48 hours before the time appointed for holding of the 2025 AGM (or at any adjournment thereof).
8. Any alteration made to this form of proxy should be initialed by the person who signs this form.
9. Completion and deposit of this form of proxy will not preclude you from attending and voting in person at the 2025 AGM should you so wish.
10. Pursuant to article 13.7 of the articles of association of the Company, all resolutions put to votes of shareholders of the Company at the general meeting shall be decided on a poll.

PERSONAL INFORMATION COLLECTION STATEMENT

(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"), which may include but is not limited to your name and/or address.
(ii) Your supply of personal data to the Company is on a voluntary basis. If you fail to provide sufficient information, the Company may not be able to process your appointment of proxy and/or other instructions.
(iii) Your personal data may be disclosed or transferred by the Company to its subsidiaries, its share registrar, and/or other companies or bodies for any of the stated purposes, and retained for such period as may be necessary for our verification and record purposes.
(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 to the Personal Data Privacy Officer of Computershare Hong Kong Investor Services Limited (address as stated in note 7 above).