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Jinke Smart Services Group Co., Ltd. Proxy Solicitation & Information Statement 2024

May 9, 2024

51128_rns_2024-05-09_692fd662-42cc-4c42-ad2e-66f73048413a.pdf

Proxy Solicitation & Information Statement

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Jinke Smart Services Group Co., Ltd. 金科智慧服務集團股份有限公司

(a joint stock company incorporated in the People’s Republic of China with limited liability)

(Stock Code: 9666)

PROXY FORM FOR THE ANNUAL GENERAL MEETING TO BE HELD ON FRIDAY, 7 JUNE 2024

Number of shares to which this Domestic shares proxy form relates [(Note][1)] H shares I/We [(Note][2)] (name) of (address) being the registered holder(s) of H shares [(Note][3)] in the issued share capital of Jinke Smart Services Group Co., Ltd. (the “ Company ”) hereby appoint the chairman of the meeting [(Note] 4) or (name) of (address) as my/our proxy(ies) to attend and vote for me/us and on my/our behalf at the annual general meeting (the “ AGM ”) to be held at Building A4, East Zone, Jinke Shiniancheng, No. 480, Panxi Road, Shimahe Street, Jiangbei District, Chongqing, PRC on Friday, 7 June 2024 at 3:00 p.m. or any adjournment thereof as hereunder indicated in respect of the resolutions set out in the notice of the AGM dated 10 May 2024, or, if no such indication is given, as my/our proxy thinks fit.

ORDINARY RESOLUTIONS ORDINARY RESOLUTIONS ORDINARY RESOLUTIONS FOR(Note 5) FOR(Note 5) AGAINST(Note 5) ABSTAIN(Note 5) ABSTAIN(Note 5)
1. To consider and approve the report of the board (the “Board”) of directors (the
Directors”) of the Company for the year ended 31 December 2023.
2. To consider and approve the report of the supervisory committee of the Company (the
Supervisory Committee”) for the year ended 31 December 2023.
3. To consider and approve the audited consolidated financial statements of the Company
for the year ended 31 December 2023.
4. To consider and approve the annual report of the Company for the year ended
31 December 2023.
5. To consider and approve the re-appointment of PricewaterhouseCoopers as the auditors
of the Company for a term until the conclusion of the next annual general meeting of the
Company and to authorise the Board to determine its remuneration.
**SPECIAL ** RESOLUTIONS FOR(Note 5) AGAINST(Note 5) ABSTAIN(Note 5)
6. To consider and approve the proposed amendments to the articles of association of the
Company (the “Articles of Association”) as described in the section headed “Proposed
Amendments to the Articles of Association” in the circular of the Company dated 10 May
2024, and to authorise the Directors to deal with on behalf of the Company the relevant
application(s), approval(s), registration(s), filing(s) and other related procedures or
issues and to make further amendment(s) (where necessary) pursuant to the requirements
of the relevant governmental and/or regulatory authorities arising from the proposed
amendments to the Articles of Association.
7. To grant a general mandate to the Board to allot, issue and deal with additional H shares
of the Company and/or to resell treasury shares of the Company (if permitted under the
Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong
Limited) not exceeding 20% of the total number of H shares of the Company in issue
(excluding treasury shares), and to authorise the Board to make such amendments as it
deems appropriate to the provisions of the Articles of Association, so as to reflect the
new capital structure upon additional allotment and issuance of shares pursuant to such
mandate.
8. To grant a general mandate to the Board to buy back H shares of the Company not
exceeding 10% of the total number of H shares of the Company in issue (excluding
treasury shares).

Date

2024 Signature [(Note][6)]

Notes:

  1. Please delete as appropriate and insert the number of shares of the Company registered in your name(s) to which this proxy form relates. If a number is inserted, this proxy form will be deemed to relate only to those shares. If no number is inserted, this proxy form 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 shareholders should be stated.

  3. Please insert the number of shares registered in your name(s) and delete as appropriate.

  4. If any proxy other than the chairman of the AGM 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 a proxy or more than one proxy(ies) to attend the AGM and vote on his/her behalf. A proxy need not be a shareholder of the Company. Every shareholder present in person or by proxy shall be entitled to one vote for each share held by him/her.

  5. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, PLEASE PUT A TICK (“”) IN THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST A RESOLUTION, PLEASE PUT A TICK (“”) IN THE BOX MARKED “AGAINST”. IF YOU WISH TO VOTE ABSTENTION ON A RESOLUTION, PLEASE PUT A TICK (“”) IN THE BOX MARKED “ABSTAIN”.

If no direction is given, your proxy may either vote or abstain at his/her discretion. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the AGM other than those referred to in the notice convening the AGM.

  1. This proxy form must be signed by you or your attorney duly authorised in writing, or in the case of a corporation, must be either under its common seal or under the hand of a director or attorney duly authorised to sign the same. ANY ALTERATION MADE TO THIS PROXY FORM MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

  2. Any abstention vote or waiver of voting shall be deemed as “abstain”. Blank, wrong, illegible or uncast votes shall be deemed as the voters’ waiver of their voting rights, and the voting results representing the shares held by such voters shall be counted as “abstain”. The abstention vote shall be regarded as valid votes when the Company counts the votes in respect of the relevant matter. 8. 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.

  3. To be valid, this proxy form together with the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy thereof, must be deposited at the Company’s H share registrar in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than 24 hours before the time appointed for the AGM.

  4. Completion and return of the proxy form will not preclude you from attending and voting at the AGM or any adjourned meeting thereof (as the case may be) if you so wish. If you attend and vote at the AGM in person, the authority of your proxy will be revoked.