First Service Holding Limited — Proxy Solicitation & Information Statement 2022

Dec 29, 2022

First Service Holding Limited 一 第 服 务 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2107)

FORM OF PROXY FOR THE EXTRAORDINARY GENERAL MEETING (OR ANY ADJOURNMENT THEREOF) TO BE HELD ON JANUARY 19, 2023

I/We[(1)]

of being the registered holder(s) of[(2)] ordinary shares (the ‘‘Shares’’) of US$0.0000002 each in the capital of

First Service Holding Limited (the ‘‘Company’’), HEREBY APPOINT[(3)] the chairman of the meeting or

of

as my/our proxy to attend for me/us and on my/our behalf at the Extraordinary General Meeting (the ‘‘EGM’’) of the Company to be held at the 3rd Floor, Building 10, Wanguocheng MOMA, No. 1 Xiangheyuan Road, Dongzhimenwai, Dongcheng District, Beijing, PRC at 10:00 a.m. on Thursday, January 19, 2023 for the purpose of considering and, if thought fit, passing the resolutions as set out in the notice convening the EGM dated December 30, 2022 (the ‘‘Notice of the EGM’’) and at the EGM (or at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of the said resolutions as hereunder indicated, and if no such indication is given, as my/our proxy thinks fit.

			lder(s) of(2)ordinary shares (the ‘‘Shares’’) of US$0.0000002 each in the capital ofLimited (the ‘‘Company’’), HEREBY APPOINT(3) the chairman of the meeting or	lder(s) of(2)ordinary shares (the ‘‘Shares’’) of US$0.0000002 each in the capital ofLimited (the ‘‘Company’’), HEREBY APPOINT(3) the chairman of the meeting or	lder(s) of(2)ordinary shares (the ‘‘Shares’’) of US$0.0000002 each in the capital ofLimited (the ‘‘Company’’), HEREBY APPOINT(3) the chairman of the meeting or	lder(s) of(2)ordinary shares (the ‘‘Shares’’) of US$0.0000002 each in the capital ofLimited (the ‘‘Company’’), HEREBY APPOINT(3) the chairman of the meeting or
			end for me/us and on my/our behalf at the Extraordinary General Meeting (the ‘‘EGM’’) of the Company toor, Building 10, Wanguocheng MOMA, No. 1 Xiangheyuan Road, Dongzhimenwai, Dongcheng District,0 a.m. on Thursday, January 19, 2023 for the purpose of considering and, if thought fit, passing then the notice convening the EGM dated December 30, 2022 (the ‘‘Notice of the EGM’’) and at the EGM (orreof) to vote for me/us and in my/our name(s) in respect of the said resolutions as hereunder indicated, ands given, as my/our proxy thinks fit.
			ORDINARY RESOLUTIONS	FOR(4)	AGAINST(4)
	1.	To generally aconnected tranagreement enteLimited on Noand to authorizor any directorand things and his/her opiniongive effect to t	nd unconditionally approve, confirm and ratify the continuingsactions contemplated under the master property managementred into between the Company and Modern Land (China) Co.,vember 17, 2022 and the proposed annual caps in relation theretoe the directors of the Company acting together or by committee, of the Company acting individually, to do all such further acts execute such further documents and take all such steps which in may be necessary, desirable or expedient to implement and/orhe terms of such continuing connected transactions.
	2.	To generally and unconditionally approve, confirm and ratify the continuingconnected transactions contemplated under the master property managementagreement entered into between the Company and Super Land Holdings Limitedon November 17, 2022 and the proposed annual caps in relation thereto and toauthorize the directors of the Company acting together or by committee, or anydirector of the Company acting individually, to do all such further acts andthings and execute such further documents and take all such steps which in his/her opinion may be necessary, desirable or expedient to implement and/or giveeffect to the terms of such continuing connected transactions.	nd unconditionally approve, confirm and ratify the continuingsactions contemplated under the master property management
	3.	To generally and unconditionally approve, confirm and ratify the continuingconnected transactions contemplated under the master property managementagreement enteredinto between theCompanyand First MOMA AssetsManagement (Beijing) Co., Ltd. on November 17, 2022 and the proposedannual caps in relation thereto and to authorize the directors of the Companyacting together or by committee, or any director of the Company actingindividually, to do all such further acts and things and execute such furtherdocuments and take all such steps which in his/her opinion may be necessary,desirable or expedient to implement and/or give effect to the terms of suchcontinuing connected transactions.
	4.	To generally and unconditionally approve, confirm and ratify the continuingconnected transactions contemplated under the master property managementagreement entered into between the Company and Modern Investment GroupCo., Ltd. on November 17, 2022 and the proposed annual caps in relationthereto and to authorize the directors of the Company acting together or bycommittee, or any director of the Company acting individually, to do all suchfurther acts and things and execute such further documents and take all suchsteps which in his/her opinion may be necessary, desirable or expedient toimplement and/or give effect to the terms of such continuing connectedtransactions.

Signature(s)[(5)]

Dated

Notes:

1. Full names(s) and address(es) to be inserted should be in BLOCK CAPITALS. The names of all joint holders should be stated.

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 shares of the Company registered in your name(s).

3. A member entitled to attend and vote at the EGM is entitled to appoint one or more proxies to attend and vote on his/her behalf provided that if more than one proxy is so appointed, the appointment shall specify the number of shares of which each such proxy is so appointed. If any proxy other than the chairman of the EGM is preferred, strike out the words ‘‘the chairman of the meeting or’’ and insert the name and address of the proxy desired in the space provided.

4. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, TICK THE BOX MARKED FOR. IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, TICK THE BOX MARKED AGAINST. Failure to tick a box will entitle your proxy to cast your vote or abstain at his discretion. Your proxy will also be entitled to vote at his discretion on any amendment of a resolution or any resolutions properly put to the EGM other than those referred to in the Notice of the EGM.

5. This proxy must be signed by you or your attorney duly authorised in writing or, in case of a corporation, either executed under seal or under the hand of an officer, attorney or other person duly authorized to sign the same.

6. 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 such power or authority, must be lodged with the Company’s share registrar in Hong Kong, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not later than 48 hours before the time fixed for holding the EGM (i.e. before 10:00 a.m. on Tuesday, January 17, 2023) or any adjournment thereof.

7. In the case of joint holders of a share, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the relevant joint holding.

8. The proxy need not be a member of the Company. Completion and return of the form of proxy shall not preclude a shareholder of the Company from attending the EGM and vote in person. In such event, the instrument appointing a proxy shall be deemed to be revoked.

9. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

10. Reference to time and dates in this form of proxy are to Hong Kong time and dates.

11. The description of the resolutions in this form is by way of summary only. Please refer to the Notice of the EGM for the full text of these resolutions.

PERSONAL INFORMATION COLLECTION STATEMENT

Personal Data in this statement has the same meaning as personal data defined in the Personal Data (Privacy) Ordinance, Chapter 486 of the Laws of Hong Kong (‘‘PDPO’’), which includes your and your proxy’s names and addresses. Your supply of the Personal Data is on a voluntary basis and for the purpose of processing your instructions as stated in this Proxy Form (the ‘‘Purposes’’). If you fail to supply sufficient information, the Company may not be able to process your instructions. The Company may disclose or transfer the Personal Data to its subsidiaries, its share registrar and/or third party service provider(s) who provide administrative, computer and other services to the Company for use in connection with the Purposes and to such parties who are authorised by law to request the information or are otherwise relevant for the Purposes and need to receive the information. The Personal Data will be retained for such period as may be necessary to fulfil the Purposes (including for verification and record purposes). Request for access to and/or correction of the Personal Data can be made in accordance with the provisions of the PDPO and any such request should be in writing and sent to the Privacy Compliance Officer of Tricor Investor Services Limited at the above address.