Guoen Holdings Limited — Proxy Solicitation & Information Statement 2021

Jun 28, 2021

Guru Online (Holdings) Limited ( )

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8121)

FORM OF PROXY FOR THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON 14 JULY 2021 (OR AT ANY ADJOURNMENT THEREOF)

I/We [(note][1)]

of

being the registered holder(s) of ordinary shares [(note][2)] of HK$0.01 each in the capital of Guru Online (Holdings) Limited (the “ Company ”) HEREBY APPOINT the chairman (the “ Chairman ”) of the extraordinary general meeting of the Company (the “ Meeting ”) or [(note][3)]

of

as my/our proxy to attend the Meeting to be held at 4/F., KOHO, 73-75 Hung To Road, Kwun Tong, Hong Kong on Wednesday, 14 July 2021 at 10:00 a.m. (and at any adjournment thereof) and to vote for me/us and in my/our name(s) in respect of the resolution set out in the notice convening the Meeting dated 28 June 2021 (the “ Notice ”) as hereunder indicated and, if no such indication is given, as my/our proxy thinks fit.

Capitalised terms used herein shall have the same meanings as those defined in the Notice [(note][4)] .

Ordinary Resolution*	Ordinary Resolution*	FOR (note	4)	AGAINST (note 4)
To approve the Share Consolidation.
*PlDated the	ease refer to the Notice for the full text of the ordinary resolution.day of2021Signature (note 5)

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS .

2. Please insert the number of ordinary shares of HK$0.01 each of the Company (the “ Shares ”) registered in your name(s). If no number is inserted, the form of proxy will be deemed to relate to all the Shares registered in your name(s).

3. If any proxy other than the Chairman is preferred, please strike out “ THE CHAIRMAN OF THE MEETING or” and insert the name and address of the proxy desired in the space provided. ANY ALTERATION MADE TO THIS PROXY FORM MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

4. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, PLEASE TICK THE BOX MARKED “FOR” BESIDE THE APPROPRIATE RESOLUTION. IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, PLEASE TICK THE BOX MARKED “AGAINST” BESIDE THE APPROPRIATE RESOLUTION. Failure to complete any or all boxes will entitle your proxy to cast his votes on the relevant resolutions at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the Meeting other than those referred to in the notice convening the Meeting.

5. This form of proxy must be signed by the appointor, or of his/her attorney duly authorised in writing or, if the appointor is a corporation, either under its common seal or under the hand of an officer, attorney or other person authorised to sign the same. In the case of this form of proxy purporting to be signed on behalf of a corporation by an officer thereof it shall be assumed, unless the contrary appears, that such officer was duly authorised to sign this form on behalf of the corporation without further evidence of the fact.

6. Any shareholder of the Company entitled to attend and vote at the Meeting shall be entitled to appoint another person as his/her proxy to attend and to vote on his/her behalf. A shareholder who is the holder of two or more shares may appoint more than one proxy to represent him/her and to vote on his/her behalf. A proxy need not be a shareholder of the Company.

7. Where there are joint registered holders of any Share, any one of such persons may vote at any meeting, 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 be present at any meeting personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such Share shall alone be entitled to vote in respect thereof.

8. To be valid, the proxy form together with any power of attorney or other authority (if any) under which it is signed or notarially certified copy thereof, must be deposited with the Hong Kong branch share registrar and transfer office of the Company, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong, not less than 48 hours before the time for holding the Meeting or any adjournment thereof.

9. Completion and delivery of this form of proxy shall not preclude a shareholder from attending and voting in person at the Meeting convened and in such event, this form of proxy shall be deemed to be revoked.

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 Meeting (the “ Purposes ”). We may transfer your and your proxy’s (or proxies’) name(s) and address(es) to our agent, contractor, or third party service provider who provides administrative, computer and other services to us 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. Your and your proxy’s (or proxies’) name(s) and address(es) will be retained for such period as may be necessary to fulfil 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, Chapter 486 of the Laws of Hong Kong and any such request should be in writing by mail to the Company at the above address.