Gaodi Holdings Limited — Proxy Solicitation & Information Statement 2021

Apr 27, 2021

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中 國 升 海 集 團 有 限 公司 China Shenghai Group Limited

(formerly known as China Shenghai Food Holdings Company Limited 中國升海食品控股有限公司 )

(Incorporated in the Cayman Islands with limited liability) (Stock Code: 1676)

Proxy form for use at the annual general meeting to be held on 31 May 2021

Capitalised terms shall have the same meanings as those defined in the circular of China Shenghai Group Limited (the ‘‘Company’’) dated 27 April 2021. I/We,[(Note][1)]

of

being the registered holder(s) of[(Note2)] ordinary shares of HK$0.10 each in the capital of the Company, hereby appoint the Chairman of the meeting or[(Notes][3][and][4)] of

as my/our proxy to vote for me/us on my/our behalf as directed below at the AGM (or at any adjournment thereof) of the Company to be held at 20/F, OfficePlus@Sheung Wan, 93-103 Wing Lok Street, Sheung Wan, Hong Kong on 31 May 2021 at 2:30 p.m. (Hong Kong time) and at such meeting (or at any adjournment thereof) to vote for me/us and in my/our name(s) as directed below or, if no such indication is given, as my/our proxy thinks fit.

• ORDINARY RESOLUTIONS[(Note][7)] FOR AGAINST[(Note][5)]

• 1. To receive the audited consolidated financial statements and the reports of the Directors and auditors for the year ended 31 December 2020.
• 1. (a) To re-elect Ms. Chen Xiaoling as Executive Director; (b) To re-elect Mr. Liu Rongru as Executive Director; (c) To re-elect Mr. He Jian as Independent Non-executive Director; (d) To authorise the Board of Directors to fix the Directors’ remuneration.
• 1. To re-appoint BDO Limited as auditors and to authorise the Board of Directors to fix their remuneration.
• 1. To grant the Share Repurchase Mandate to the Directors. 5. To grant the General Mandate to the Directors. 6. To extend the General Mandate by adding thereto the aggregate number of Shares repurchased by the Company pursuant to the Share Repurchase Mandate.

Dated 2021 Shareholder’s signature[(Note6)]

Notes:

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

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

3. A Shareholder entitled to attend and vote at the AGM is entitled to appoint more than one proxy to attend and vote instead of him. A proxy need not be a Shareholder.

4. If any proxy other than the Chairman of the meeting is preferred, strike out the words ‘‘the Chairman of the meeting or’’ and insert the name and address of proxy desired in the space provided.

5. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, PLEASE PLACE A ‘‘ ’’ IN THE RELEVANT BOX MARKED ‘‘FOR’’, IF YOU WISH TO VOTE AGAINST A RESOLUTION, PLEASE PLACE A ‘‘ ’’ IN THE RELEVANT BOX MARKED ‘‘AGAINST’’. Failure to complete the boxes will entitle your proxy to abstain or cast his vote at his discretion. Your proxy will also be entitled to abstain or vote at his discretion on any resolution properly put to the AGM other than those referred to in the notice convening the AGM.

6. This proxy form must be signed by you or your attorney duly authorized in writing or, in the case of a corporation, this proxy form must be under its common seal or under the hand of an officer or attorney or other person duly authorised.

7. The full text of the resolutions is set out in the notice of the AGM contained in the circular of the Company dated 27 April 2021 which is sent to the Shareholders together with this proxy form.

8. Where there are joint registered holders of any share, any one of such persons may vote at the AGM, either personally or by proxy, in respect of such share as if he were solely entitled thereto, but if more than one of such joint holders be present at the AGM personally or by proxy, 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. mustQueenIn orderbe’s Roadtodepositedbe valid,East,atWanchai,thetheformCompanyofHongproxy’sKongHongtogethernotKonglesswithbranchthanthe 48powersharehoursofregistrarbeforeattorneyandtheortimetransferotherappointedauthority,office, forComputershareif theany,holdingunder whichofHongtheitKongmeetingis signedInvestorororanya ServicescertifiedadjournmentLimited,copythereof.of that17MpowerDeliveryFloor,ofHopewellattorneyof the formorCentre,authority,of proxy183 shall not preclude a member of the Company from attending and voting in person at the meeting and, in such event, the instrument appointing a proxy shall be deemed to be revoked.

10. The resolutions will be determined by way of a poll.

11. Any alterations made in this form should be initialled by the person who signs it.

PERSONAL INFORMATION COLLECTION STATEMENT

Your supply of your and your proxy’s (or proxies’) name(s) and address(es) is on a voluntary basis for the purpose of processing your request for the appointment of a proxy (or proxies) and your voting instructions for the AGM of the Company or any adjournment thereof (the ‘‘Purposes’’). We may transfer your and proxy’s (or proxies) name(s) and address (es) to our agent, contractor, or third party service provider who provides us administrative, computer and other services for use in connection with the Purposes and to such parties, who are authorized by law to request the information or otherwise relevant for the Purposes and need to receive the information. Your and your proxy’s (or proxies’) name(s) and address(es) will be retained for such period as may be necessary to fulfill the Purposes. Request for access to and/or correction of the relevant personal data can be made in accordance with the provisions of the Personal Data (Privacy) Ordinance and any such request should be in writing by mail to the Company at the above address.