Jia Yao Holdings Limited — Proxy Solicitation & Information Statement 2017

Dec 15, 2017

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Jia Yao Holdings Limited 嘉 耀 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 01626)

FORM OF PROXY FOR USE AT THE EXTRAORDINARY GENERAL MEETING (OR AT ANY ADJOURNMENT THEREOF)

I/We[(Note][1)]

of

being the registered holder(s) of[(Note][2)] ordinary share(s) of HK$0.01 each in the share capital of Jia Yao Holdings Limited (the ‘‘Company’’) hereby appoint the chairman of the extraordinary general meeting of the Company (the ‘‘Extraordinary General Meeting’’), or[(Note][3)] of

ordinary share(s) of HK$0.01 each in

as my/our proxy to attend and vote for me/us and on my/our behalf at the Extraordinary General Meeting to be held on 10 January 2018 (Wednesday) at 11:00 a.m. at Level 3, Three Pacific Place, 1 Queen’s Road East, Admiralty, Hong Kong and at any adjournment thereof for the purpose of considering and, if thought fit, passing the special resolution as set out in the notice convening the Extraordinary General Meeting as indicated below or if no such indication is given, as my/our proxy thinks fit and in respect of any other business that may properly come before the Extraordinary General Meeting and/or at any adjournment thereof:

SPECIAL RESOLUTION[(Note][4)] FOR[(Note][5)] AGAINST[(Note][5)]

1. To approve the change of English name of the Company from ‘‘Jia Yao Holdings Limited’’ to ‘‘Tourism International Holdings Limited’’; and the change of the dual foreign name in Chinese of the Company from ‘‘嘉耀控股 有限公司’’ to ‘‘旅業國際控股有限公司’’; and authorize any one or more of the directors or the company secretary of the Company to do all such acts, deeds and things and execute all such documents and make all such arrangements as he/she/they consider necessary, desirable or expedient for the purpose of, or in connection with, the implementation of and giving effect to the proposed change of company name and to attend to any necessary registration and/or filing for and on behalf of the Company.

Dated this Signature[(Note][6):]

Notes:

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

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

3. If any proxy other than the chairman is preferred, please strike out ‘‘the chairman of the extraordinary general meeting of the Company, or’’ and insert the name and address of the proxy desired in the space provided. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON(S) WHO SIGN(S) IT.

4. The description of this resolution is by way of summary only. The full text appears in the notice convening the Extraordinary General Meeting.

5. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION, TICK THE BOX MARKED ‘‘FOR’’. IF YOU WISH TO VOTE AGAINST THE RESOLUTION, TICK THE BOX MARKED ‘‘AGAINST’’. Failure to tick either box will entitle your proxy to cast your vote or abstain at his discretion. Your proxy will also be entitled to vote or abstain at his discretion on any resolution properly put to the Extraordinary General Meeting and/or at any adjournment thereof other than those referred to in the notice convening the Extraordinary General Meeting.

6. This form of proxy shall be in writing under the hand of the appointor or of his attorney duly authorized in writing or, if the appointor is a corporation, either under its seal or under the hand of an officer, attorney or other person authorized 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 authorized to sign this form on behalf of the corporation without further evidence of the fact.

7. Any member entitled to attend and vote at the Extraordinary General Meeting is entitled to appoint another person as his proxy to attend and vote instead of him. A member may appoint a proxy in respect of part only of his holding of shares in the Company. A proxy need not be a member of the Company.

8. This form of proxy and (if required by the board of directors of the Company) the power of attorney or other authority (if any) under which it is signed,the Company,or a certifiedUnion Registrarscopy of suchLimited,poweratorSuitesauthority,3301shall–04, 33/F.,be deliveredTwo Chinachemto the officeExchangeof the HongSquare,Kong338branchKing’sshareRoad,registrarNorth Point,and transferHong Kongofficenotof less than forty-eight (48) hours before the time appointed for holding the Extraordinary General Meeting or adjourned meeting at which the person named in this form proposes to vote or, in the case of a poll taken subsequently to the date of the Extraordinary General Meeting or adjourned meeting, not less than forty-eight (48) hours before the time appointed for the taking of the poll and in default this form of proxy shall not be treated as valid.

9. Delivery of this form of proxy shall not preclude a member from attending and voting in person at the Extraordinary General Meeting convened and in such event, this form of proxy shall be deemed to be revoked.

10. Where there are joint holders of any share any one of such joint holders may vote, either in person 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 Extraordinary General Meeting 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 joint holding.

11. The notice of the Extraordinary General Meeting is set out in the Company’s circular dated 18 December 2017.