Deewin Tianxia Co., Ltd — Proxy Solicitation & Information Statement 2023

Apr 26, 2023

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(A joint stock company incorporated in the People’s Republic of China with limited liability) (Stock Code: 2418)

PROXY FORM FOR USE IN THE ANNUAL GENERAL MEETING

No. of Shares to which this Proxy Form relates [(Note][2)]

I/We [(Note][3)] of [(Note][3)] being the holder(s) of Domestic Shares (“ Domestic Share s”)/foreign capital shares (“ H Shares ”) [(Note][2)] with a nominal value of RMB1.00 each in the registered share of Deewin Tianxia Co., Ltd (the “ Company ”), hereby appoint the Chairman of the AGM or [(Note][5)] of as my/our [(Note][4)] proxy(ies) to attend the annual general meeting (the “ AGM ”) of the Company to be held at Conference Room, 2nd Floor, East 5th Floor, Wiser Plaza, Weiyang District, Xi’an City, Shaanxi Province, the People’s Republic of China ( the “below on behalf of me/us [(Note][4)] , or if no such indication is given, PRC as my/our”) at 9:30 a.m. on 30 May 2023 (Tuesday) or any adjournment thereof, and to vote at such meeting as indicated [(Note][4)] proxy(ies) think(s) fit.

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	12.	To consider and approve the following resolution on the proposed general mandate to issue Shares:
	13.	To consider and approve the resolution relating to granting the general mandate to the Board to repurchase Shares:

Dated:

Shareholder’s signature

Notes:

1. Unless the context otherwise requires, capitalized terms used in this proxy form have the same meanings as defined in the circular of the Company dated 27 April 2023 and of which this proxy form relates. The description of the resolution in this proxy form is by way of summary only. Please refer to the Notice of Annual General Meeting dated 27 April 2023 for the full text of the resolution.

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

3. Full name (s) and address(es) are to be inserted in Block Letters as set out in the register of members of the Company 4. Please strike out the inappropriate one. 5. If you wish to appoint any person other than the Chairman of the AGM as your proxy, please delete the words “the chairman of the AGM or” and insert the name and address of the person to be appointed as your proxy in the space provided. If no name is inserted, the chairman of the AGM will become your proxy accordingly. Each shareholder is entitled to appoint one or more proxies to attend and vote on his behalf at the meeting. A proxy need not be a member of the Company but should attend the meeting in person. Any alteration to this form shall be initialized by the person who signs this form. In the case of joint holders of Shares, any one of such holders may vote at the AGM, either personally or by proxy, in respect of such Share as if he was solely entitled thereto, but if more than one of such joint holders are present at the AGM personally or by proxy, that one of the said persons present whose name stands first on the register of members of the Company in respect of such Shares, either personally or by proxy, shall alone and not others be entitled to vote in respect thereof.

4. Important: If you wish to vote for any of the resolution set out above, please tick in the box marked “For”. If you wish to vote against any of the resolutions set out above, please tick in the box marked “Against”. If you wish to abstain from voting on any resolution, please put a tick in the box marked “Abstain” or insert the number of Shares held by you. If no such indication is given, my/our proxy is/are entitled to vote as it/they thinks fit.

5. This proxy form must be signed under your hand or your attorney duly authorized in writing (and for such purpose, the authorization must be notarially certified), or if you are a body corporate or an entity, the instrument shall be signed under the hand of the chairman of the board or attorneys duly authorized in writing with the seal of the body corporate or entity affixed, provided that the way to sign this proxy form complies with the relevant provision(s) as prescribed in the articles of association of such company or entity

6. To be valid, holder of the H shares shall deliver the form of proxy, and a notarially certified copy of the power of attorney or other documents of authorization, if any, under which it is signed by an attorney duly authorized or other persons being authorized to the Company’s H shares registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 24 hours before the time for holding the meeting. To be valid, the form of proxy and, if such proxy is signed by a person on behalf of the appointer pursuant to a power of attorney or other authority, a notarially certified copy of that power of attorney or other authority, must be delivered to the Company’s designated correspondence address at 16th Floor, Unit 1 Building 1, Jingwei Centre, 29 West Section of Xijin Road Jingwei New City, Economic and Technological Development Zone, Xi’an City, Shaanxi, the PRC (Postal code: 710200) (for holders of Domestic share of the Company) not less than 24 hours before the time for holding of the AGM (i.e. before 9:30 a.m. on 29 May 2023 (Monday)).

7. Any proxy/proxies who attend the AGM on behalf of any shareholder shall bring along this proxy form as completed and signed together with identification proof of the proxy/proxies. 10. This proxy form shall be completed in duplication. One copy shall be delivered to the Company’s H shares registrar in accordance with note 8. The other copy shall be produced at the time attending the AGM by the proxy/proxies in accordance with note 9.

8. Completion and delivery of the proxy form shall not preclude you from attending and voting at the AGM or any adjournment thereof should you so wish. In such event, the instrument appointing a proxy shall be deemed to be revoked.

9. All times stated refer to Hong Kong time.

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PERSONAL INFORMATION COLLECTION STATEMENT
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• (i) “Personal Data” in these statements has the same meaning as “personal data” in the Personal Data (Privacy) Ordinance, Chapter 486 of the Laws of Hong Kong (“PDPO”). (ii) Your and your proxy’s Personal Data provided in this form of proxy will be used in connection with processing your request for the appointment of a proxy to attend, act and vote on your behalf as directed above at the meeting. Your supply of your and your proxy’s Personal Data is on voluntary basis. However, the Company may not be able to process your request unless you provide us with such Personal Data.

• (iii) Your and your proxy’s Personal Data may be disclosed or transferred by the Company to its H share registrar, and/or other companies or bodies for any of the stated purposes, or when it is required to do so by law, for example, in response to a court order or a law enforcement agency’s request, and retained for such period as may be necessary for our verification and record purposes.

• (iv) By providing your proxy’s Personal Data in this form of proxy, you should have obtained the express consent (which has not been withdrawn in writing) from your proxy in using his/her personal data provided in this form of proxy and that you have informed your proxy of the purpose for and the manner in which his/her data may be used.

• (v) You/your proxy have/has the right to request access to and/or correction of your/your proxy’s Personal Data respectively in accordance with the provisions of the PDPO. Any such request for access to and/or correction of your/your proxy’s Personal Data should be in writing to the Privacy Compliance Officer of Computershare Hong Kong Investor Services Limited at the above address.