Jiayuan Services Holdings Limited — Proxy Solicitation & Information Statement 2024

Dec 30, 2024

佳源服务
JIAYUAN SERVICES
——股票代码：1153.HK——

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 ANNUAL GENERAL MEETING TO BE HELD ON 16 FEBRUARY 2025

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 meeting (Note 3) or __________
of _____________
as my/our proxy to attend, act and vote for my/us and on my/our behalf as directed below at the annual general meeting (the “AGM”) of the Company to be held at Room 3606, 36/F, Shun Tak Centre-China Merchants Tower, 168-200 Connaught Road Central, Hong Kong on Sunday, 16 February 2025 at 2:00 p.m. (and at any adjournment thereof).

Name of proxy who is entitled to vote on the resolution on a show of hands at the AGM if more than one proxy are appointed (Note 3)

Please tick (, *) the appropriate boxes to indicate how you wish your vote(s) to be cast (Note 4).

ORDINARY RESOLUTIONS			FOR	AGAINST
1.	To receive, consider and adopt the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors of the Company (the “Directors”) and independent auditors of the Company for the year ended 31 December 2022.
2.	To receive, consider and adopt the audited consolidated financial statements of the Company and its subsidiaries and the reports of the Directors and independent auditors of the Company for the year ended 31 December 2023.
3.	(a)	(i) To re-elect Mr. Li Meng as an executive Director.
		(ii) To re-elect Mr. Xin Bing as an executive Director.
		(iii) To re-elect Mr. Zhang Chen as an independent non-executive Director.
		(iv) To re-elect Ms. Cui Yan as an independent non-executive Director.
		(v) To re-elect Mr. Cai Sitao as an independent non-executive Director.
	(b)	To authorize the board of Directors of the Company (the “Board”) to fix the remuneration of the Directors.
4.	To re-appoint RSM Hong Kong as auditor of the Company and to authorize the Board to fix its remuneration.
5.	To grant a general mandate to the Directors to allot, issue and otherwise deal with additional shares and/or resell treasury shares of the Company not exceeding 20% of the total number of issued shares of the Company (excluding treasury shares) as at the date of passing of this resolution.
6.	To grant a general mandate to the Directors to repurchase shares of the Company not exceeding 10% of the total number of issued shares of the Company (excluding treasury shares) as at the date of passing of this resolution.
7.	To extend the general mandate granted to the Directors under the ordinary resolution no. 5 by the aggregate number of the shares repurchased by the Company pursuant to the ordinary resolution no. 6.

Dated this __ day of __ 2025
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 AGM 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 nominee(s)) 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.
4. 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 AGM other than those referred to in the notice convening the AGM.
5. 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.
6. In case of joint holders, the vote of the senior who renders 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.
7. 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 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than 48 hours before the time appointed for holding the AGM or any adjournment thereof.
8. Completion and delivery of the form of proxy will not preclude you from attending and voting at the AGM if you so wish.
9. References to time and dates in this form of proxy are to Hong Kong time and dates.
10. The description of the resolutions in this form is by way of summary only. Please refer to the notice of the AGM dated 31 December 2024 convening the AGM for the full text of these resolutions.

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 AGM 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 fulfill 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 Unit 205, 2/F, One Vista Summit, 3 San Hop Lane, Tuen Mun, Hong Kong/Tricor Investor Services Limited at the above address or by email to jyfw@jy-fw.cn.