Jimu Group Limited — Proxy Solicitation & Information Statement 2018

Jan 4, 2018

==> picture [62 x 49] intentionally omitted <==

EVER SMART INTERNATIONAL HOLDINGS LIMITED 永駿國際控股有限公司

(Incorporated in the Cayman Islands with limited liability)

Stock Code : 8187

FORM OF PROXY FOR USE BY SHAREHOLDERS AT THE EXTRAORDINARY GENERAL MEETING OF THE COMPANY TO BE HELD ON MONDAY, 22 JANUARY 2018 AT 3:00 P.M. (OR AT ANY ADJOURNMENT THEREOF)

I/We[(Note][1)] , of

being the registered holder(s) of[(Note][2)] ordinaryrdinary share(s) of HK$0.01 each in the capital of Ever Smart International Holdings Limited (the ‘‘Company’’) hereby appoint the chairman of the extraordinary general meeting of the Company (the ‘‘Meeting’’), or[(Note][3)] of

ordinaryrdinary share(s) of HK$0.01

Center,as my/our99 proxyQueento’s attendRoad Central,and voteHongfor me/usKong andat 3:00on my/ourp.m. andbehalfat anyat adjournmentthe Meeting tothereofbe heldforontheMonday,purpose 22of Januaryconsidering2018and,at Portionif thought2, 12thfit, passingFloor, Thethe ordinary/special resolution(s) as set out in the notice convening the 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 Meeting and/or at any adjournment thereof:

	ORDINARY RESOLUTIONS (Note 4)FOR (Note 5)AGAINST (Note 5)1.(a)To re-elect Mr. Dong Jun as an executive director of the Company (‘‘Director’’)(b)To re-elect Mr. Peng Shaoxin as an executive Director(c)To re-elect Mr. Yan Taotao as an executive Director(d)To re-elect Ms. Long Jingjie as an executive Director(e)To re-elect Mr. Wen Cyrus Jun-Ming as a non-executive Director(f)To re-elect Mr. Zhang Songyi as a non-executive Director(g)To re-elect Mr. Liu Jiangtao as an independent non-executive Director(h)To re-elect Mr. Guo Zhongyong as an independent non-executive Director(i)To re-elect Mr. Peng Chuang as an independent non-executive Director(j)To re-elect Mr. Hon Ping Cho Terence as an independent non-executive Director	ORDINARY RESOLUTIONS (Note 4)FOR (Note 5)AGAINST (Note 5)1.(a)To re-elect Mr. Dong Jun as an executive director of the Company (‘‘Director’’)(b)To re-elect Mr. Peng Shaoxin as an executive Director(c)To re-elect Mr. Yan Taotao as an executive Director(d)To re-elect Ms. Long Jingjie as an executive Director(e)To re-elect Mr. Wen Cyrus Jun-Ming as a non-executive Director(f)To re-elect Mr. Zhang Songyi as a non-executive Director(g)To re-elect Mr. Liu Jiangtao as an independent non-executive Director(h)To re-elect Mr. Guo Zhongyong as an independent non-executive Director(i)To re-elect Mr. Peng Chuang as an independent non-executive Director(j)To re-elect Mr. Hon Ping Cho Terence as an independent non-executive Director	ORDINARY RESOLUTIONS (Note 4)FOR (Note 5)AGAINST (Note 5)1.(a)To re-elect Mr. Dong Jun as an executive director of the Company (‘‘Director’’)(b)To re-elect Mr. Peng Shaoxin as an executive Director(c)To re-elect Mr. Yan Taotao as an executive Director(d)To re-elect Ms. Long Jingjie as an executive Director(e)To re-elect Mr. Wen Cyrus Jun-Ming as a non-executive Director(f)To re-elect Mr. Zhang Songyi as a non-executive Director(g)To re-elect Mr. Liu Jiangtao as an independent non-executive Director(h)To re-elect Mr. Guo Zhongyong as an independent non-executive Director(i)To re-elect Mr. Peng Chuang as an independent non-executive Director(j)To re-elect Mr. Hon Ping Cho Terence as an independent non-executive Director	ORDINARY RESOLUTIONS (Note 4)FOR (Note 5)AGAINST (Note 5)1.(a)To re-elect Mr. Dong Jun as an executive director of the Company (‘‘Director’’)(b)To re-elect Mr. Peng Shaoxin as an executive Director(c)To re-elect Mr. Yan Taotao as an executive Director(d)To re-elect Ms. Long Jingjie as an executive Director(e)To re-elect Mr. Wen Cyrus Jun-Ming as a non-executive Director(f)To re-elect Mr. Zhang Songyi as a non-executive Director(g)To re-elect Mr. Liu Jiangtao as an independent non-executive Director(h)To re-elect Mr. Guo Zhongyong as an independent non-executive Director(i)To re-elect Mr. Peng Chuang as an independent non-executive Director(j)To re-elect Mr. Hon Ping Cho Terence as an independent non-executive Director
		(f)To re-elect Mr. Zhang Songyi as a non-executive Director
		(g)To re-elect Mr. Liu Jiangtao as an independent non-executive Director
		(h)To re-elect Mr. Guo Zhongyong as an independent non-executive Director
		(i)To re-elect Mr. Peng Chuang as an independent non-executive Director
		(j)To re-elect Mr. Hon Ping Cho Terence as an independent non-executive Director
	2.	To authorize the Board to fix the remuneration of the Directors
SPECIAL RESOLUTION (Note 4)	SPECIAL RESOLUTION (Note 4)		FOR (Note 5)	AGAINST (Note 5)
To consider and approve the English name of the Company be changed from ‘‘Ever SmartInternational Holdings Limited’’ to ‘‘Jimu Group Limited’’ and the dual foreign name inChinese of the Company ‘‘積木集團有限公司’’ be adopted to replace its existing Chinese name‘‘永駿國際控股有限公司’’.

‘‘ToInternationalChineseconsiderof theandHoldingsCompanyapproveLimited’’‘‘the積木English’’集to團‘‘有Jimuname限公Group司of’’thebeLimitedCompanyadopted’’ toandbereplacechangedthe dualitsfromforeignexisting‘‘EvernameChineseSmartin name 永駿國際控股有限公司 .

Dated this day of 2018 Notes:

Signature[(Note][6)] :

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

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 (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(S) WHO SIGN(S) IT.

4. The description of these resolutions is by way of summary only. The full text appears in the notice of the Meeting of the Company.

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 Meeting and/or at any adjournment thereof other than those referred to in the notice convening the 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 meeting of the Company 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, or a certified copy of such Centre,power or183authority,Queen’sshallRoadbeEast,deliveredHong toKongthe notofficelessofthanthe Hongforty-eightKong(48)branchhoursshare(3:00registrarp.m. ofandSaturday,transfer20officeJanuaryof the2018)Company,before Tricorthe timeInvestorappointedServicesfor holdingLimited,theatmeetingLevel 22,or adjournedHopewell 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 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 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 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 Meeting is set out in the Company’s circular dated 5 January 2018.