Gaodi Holdings Limited — Proxy Solicitation & Information Statement 2023

Oct 27, 2023

China Shenghai Group Limited

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

Proxy form for use at the annual general meeting to be held on Friday, 15 December 2023

Capitalised terms shall have the same meanings as those defined in the circular of China Shenghai Group Limited (the ‘‘Company’’) dated 27 October 2023. I/We,[(Note][1)]

of being the registered holder(s) of[(Note][2)] 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 Unit 1205, 12/F, Gendale Centre, 2007 Shennan Avenue, Futian District, Shenzhen, PRC on Friday, 15 December 2023 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.

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ORDINARY RESOLUTIONS [(Note] [7)] FOR AGAINST [(Note] [5)]
1. To receive the audited consolidated financial statements of the Company and its subsidiaries
and the reports of the Directors and auditors of the Company for the eighteen months ended 30
June 2023.
2. (a) To re-elect Mr. Hu Hongchu as an executive Director;
(b) To re-elect Mr. Li Tingfeng as an executive Director;
(c) To re-elect Ms. Chen Chun as an executive Director;
(d) To re-elect Mr. Liu Chuanyi as a non-executive Director;
(e) To re-elect Mr. Chen Futian as a non-executive Director;
(f) To re-elect Mr. Shum Ching Hei as an independent non-executive Director;
(g) To re-elect Mr. Lin Zhenqing as an independent non-executive Director;
(h) To re-elect Mr. He Jian as an independent non-executive Director; and
(i) To authorise the Board to fix the Directors’ remuneration.
3. To re-appoint McMillan Woods (Hong Kong) CPA Limited as auditors of the Company and to
authorise the Board to fix their remuneration.
4. 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.
SPECIAL RESOLUTIONS [(Note] [7)]
7. To approve the change of the English name of the Company from ‘‘China Shenghai Group
Limited’’from ‘‘中國升海集團有限公司to ‘‘Gaodi Holdings ’’Limited’’,to ‘‘⾼地控股有限公司and the dual foreign’’. name in Chinese of the Company
8. To approve the proposed amendments to the existing memorandum and articles of association
of the Company set out in Appendix III to the circular of the Company dated 27 October 2023
and the adoption of the amended and restated memorandum and articles of association of the
Company.
Dated 2023 Shareholder’s signature [(Note] [6)]
Notes:
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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:RESOLUTION, IFPLEASEYOU WISHPLACETOA ‘‘VOTE ✓ ’’ IN THEFOR RELEVANTA RESOLUTION,BOX MARKEDPLEASE ‘‘AGAINST’’.PLACE A ‘‘ ✓Failure ’’ IN to THE complete RELEVANT the boxes BOX will entitle MARKED your proxy ‘‘FOR’’, to abstain IF YOU or cast WISH his vote TO at VOTE his discretion. AGAINST Your A 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.

4. 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.

5. The full text of the resolutions is set out in the notice of the AGM contained in the circular of the Company dated 27 October 2023 which is sent to the Shareholders together with this proxy form.

6. 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.

7. In order to be valid, the form of proxy together with the power of attorney or other authority, if any, under which it is signed or a certified copy of that power of attorney or authority, must be deposited at the Company’s Hong Kong branch share registrar and transfer office, Computershare Hong Kong Investor Services Limited, 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for the holding of the meeting or any adjournment thereof. Delivery of the form of proxy 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.

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

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

PERSONAL INFORMATION COLLECTION STATEMENT

Youra proxysupply(or proxies)of your andand youryour votingproxy’sinstructions(or proxies’)forname(s)the AGMandofaddress(es)the Companyis onoraanyvoluntaryadjournmentbasis forthereofthe purpose(the ‘‘ Purposes of processing’’). Weyourmayrequesttransferforyourthe andappointmentproxy’s (orof 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.