JiaChen Holding Group Limited — Proxy Solicitation & Information Statement 2025

Apr 25, 2025

佳辰 Jiachen

JiaChen Holding Group Limited

佳辰控股集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1937)

FORM OF PROXY FOR THE ANNUAL GENERAL MEETING TO BE HELD ON 13 June 2025

I/We¹ (name)

of _______ (address)

being the registered holder(s) of _______ ² shares of HK$0.01 each

in the share capital of JiaChen Holding Group Limited (the “Company”), HEREBY APPOINT THE CHAIRMAN OF THE MEETING³

or _______ (name)

of _______ (address)

as my/our proxy to vote and act for me/us at the annual general meeting (the “Meeting”) (and at any adjournment thereof) of the Company to be held at Unit 1203B, 12/F., World-Wide House, 19 Des Voeux Road Central, Central, Hong Kong on Friday, 13 June 2025 at 11:00 a.m. for the purpose of considering and, if thought fit, passing the resolutions as set out in the notice convening the said Meeting and at such Meeting (and at any adjournment thereof) to vote on my/our behalf in respect of the resolutions as indicated below:

ORDINARY RESOLUTIONS		FOR¹	AGAINST²
1.	To receive and consider the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors (the “Director(s)”) and the auditor of the Company for the year ended 31 December 2024
2.	(a) To re-elect Mr. Shen Minghui as an executive Director
	(b) To re-elect Ms. Liu Hui as an executive Director
	(c) To re-elect Mr. Xie Xing as an independent non-executive Director
	(d) To authorise the board of Directors (the “Board”) to fix the remuneration of the Directors
3.	To re-appoint Crowe (HK) CPA Limited as the auditor of the Company and authorise the Board to fix its remuneration
4.	To give a general mandate to the directors to allot, issue and deal with additional shares in the Company not exceeding 20% of the issued share capital of the Company as at the date of passing this resolution
5.	To give a general mandate to the directors to repurchase the Company’s shares not exceeding 10% of the issued share capital of the Company as at the date of passing this resolution
6.	Conditional on the passing of Resolutions 4 and 5, to extend the general mandate granted to the Directors to allot and issue additional shares of the Company by the number of shares repurchased

Dated this __ day of __ 2025

Signed³ _______

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS.
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 Company registered in your name(s).
3. If a proxy other than the Chairman of the Meeting is preferred, 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 FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.
4. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTIONS, TICK THE APPROPRIATE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST THE RESOLUTIONS, TICK THE APPROPRIATE BOX MARKED “AGAINST”. Failure to complete any of the boxes will entitle your proxy to cast his votes 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 you or your attorney duly authorised in writing or, in the case of a corporation, must be either executed under its common seal or under the hand of an officer or attorney duly authorised.
6. In the case of joint holders of a share, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holder(s) and for this purpose, seniority will be determined by the order in which the names stand in the register of members.
7. In order to be valid, the form of proxy duly completed and signed in accordance with the instructions printed thereon together with the power of attorney or other authority, if any, under which it is signed or a certified copy thereof must be delivered to the office of the Company’s Hong Kong branch share registrar, Tricor Investor Services Limited at 17/F., Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than 48 hours before the time appointed for holding the Meeting or any adjournment thereof.
8. The proxy need not be a member of the Company but must attend the meeting in person to represent you.
9. Completion and delivery of this form of proxy will not preclude you from attending and voting at the Meeting if you so wish and in such event, your appointment of proxy under any proxy form 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 of the Company (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 (Cap. 486, the Laws of Hong Kong) and any such request should be in writing by mail to the Company or Tricor Investor Services Limited at the above address.