Jiayuan Services Holdings Limited — Proxy Solicitation & Information Statement 2021

Dec 29, 2021

Jiayuan Services Holdings Limited 佳源服務控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1153)

Number of shares to which this form of proxy relates [(Note][1)]

FORM OF PROXY FOR THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON 17 JANUARY 2022

I/We [(Note][1)]

of

being the registered holder(s) of shares in the issued share capital of Jiayuan Services Holdings Limited (the “ Company ”) hereby appoint the Chairman of the (Note 3) meeting or

of

as my/our proxy to attend, act and vote for my/us and on my/our behalf as directed below at the extraordinary general meeting (the “ EGM ”) of the Company to be held at Room 1403, 9 Queen’s Road Central, Hong Kong on 17 January 2022 at 4:30 p.m. (and at any adjournment thereof).

Namethan oneof proxyproxy arewhoappointedis entitled [(Note] to [3)] vote on the resolution on a show of hands at the EGM if more

Please tick (“�”) the appropriate boxes to indicate how you wish your vote(s) to be cast [(Note][4)] .

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ORDINARY RESOLUTION FOR AGAINST
1. To approve:
(a) the framework agreement (“ Chuangsheng Sales Management and Other Services Framework
Agreement ”) entered into between Chuangsheng Holdings Group Co., Ltd. (“ Chuangsheng Holdings ”)
and the Company in relation to the continuing connected transactions (as defined in the Rules Governing
the Listing of Securities on The Stock Exchange of Hong Kong Limited (“ Listing Rules ”)) and all the
transactions contemplated thereunder as well as the proposed revised annual cap for the year ending 31
December 2021 and the proposed annual caps for the transactions contemplated under the Chuangsheng
Sales Management and Other Services Framework Agreement for the three years ending 31 December
2022, 2023 and 2024;
(b) the framework agreement (“ Jiayuan International Sales Management and Other Services Framework
Agreement ”) entered into between Jiayuan International Group Limited (“ Jiayuan International ”) and
the Company in relation to the continuing connected transactions (as defined in the Listing Rules) and all
the transactions contemplated thereunder as well as the proposed revised annual cap for the year ending
31 December 2021 and the proposed annual caps for the transactions contemplated under the Jiayuan
International Sales Management and Other Services Framework Agreement for the three years ending 31
December 2022, 2023 and 2024; and
(c) the directors of the Company (the “ Directors ” and each a “ Director ”) be and are hereby generally and
unconditionally authorised to do all such acts or things and execute and deliver all such documents,
instruments and agreements which they consider necessary, desirable or expedient to give effect to the
transactions contemplated under the Chuangsheng Sales Management and Other Services Framework
Agreement and the Jiayuan International Sales Management and Other Services Framework Agreement,
and to agree to such variation, amendments or waiver of matters relating thereto as are, in the opinion of
the Directors, in the interests of the Company and in accordance with the Listing Rules (where relevant).
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Dated this

Signature(s) [(Note][5)]

Notes:

1. 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 of the Company registered in your name(s). If more than one proxy is appointed, the number of shares in respect of which each such proxy so appointed must be specified.

2. Full name(s) and address(es) to be inserted in BLOCK CAPITALS . The names of all joint registered holders should be stated. 3. If any proxy other than the Chairman of the meeting is preferred, please strike out the words “the Chairman of the meeting” and insert the name and address of the proxy desired in the space provided. Any shareholder of the Company entitled to attend and vote at the EGM is entitled to appoint more than one proxy to attend, and on a poll, vote instead of him. A proxy need not be a shareholder of the Company. If more than one proxy is appointed, the number of shares in respect of which each such proxy so appointed must be specified in the form of proxy. On a show of hands every shareholder who is present in person or by proxy(ies) shall have one vote provided that where more than one proxy is appointed by a shareholder which is a clearing house (or its nominee(s)), each such proxy shall have one vote on a show of hands. If a shareholder (other than a clearing house (or its nominees)) appoints more than one proxy, only one of the proxies so appointed and specified in the form of proxy is entitled to vote on the resolution on a show of hands. In the case of a poll, every shareholder present in person or by proxy(ies) shall be entitled to one vote for each share held by him.

3. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, PLEASE TICK (“ � ”) THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST A RESOLUTION, PLEASE TICK (“ � ”) THE BOX MARKED “AGAINST”. If no direction is given, your proxy will vote or abstain at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the EGM other than those referred to in the notice convening the EGM.

4. This form of proxy must be signed by you or your attorney duly authorized in writing. In case of a corporation, the same must be either under its common seal or under the hand of an officer or attorney so authorized. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

5. In case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of 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 of the Company.

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

7. Completion and delivery of the form of proxy will not preclude you from attending and voting at the EGM if you so wish. 9. References to time and dates in this form of proxy are to Hong Kong time and dates.

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 EGM 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 authorized 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. You/your proxy (or proxies) has/have the right to request access to and/or correction of the relevant personal data 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 Room 1403, 9 Queen’s Road Central, Hong Kong/Tricor Investor Services Limited at the above address or by email to jyfw@jy-fw.cn.