Jisheng Group Holdings Ltd. — Proxy Solicitation & Information Statement 2019

Sep 25, 2019

JETE POWER HOLDINGS LIMITED 鑄 能 控 股 有 限 公 司 *

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8133)

Proxy Form for the Extraordinary General Meeting on 16 October 2019 (the ‘‘EGM’’)

I/We[(Note][1)] of registered holder(s) of ordinary shares[[(Note]][[2)]] of Limited (the ‘‘Company’’) HEREBY APPOINT THE CHAIRMAN OF THE MEETING or[(Note][3)]

being the

ordinary shares[[(Note]][[2)]] of HK$0.002 each in the capital of Jete Power Holdings

of as my/our proxy to attend the extraordinary general meeting of the Company (the ‘‘Meeting’’) (and at any adjournment thereof) to be held at Factory Unit 13A,10: 309tha.m.Floor,and toVantavote Industrialfor me/us Centre,and in my/ourNos. 21–33name(s)Tai asLinindicatedPai Road,belowKwai[(Note] Chung,[4)] . New Territories, Hong Kong on Wednesday, 16 October 2019 at

ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	FOR (Note 4)	AGAINST (Note 4)
1.	(a) To approve, confirm and ratify the sale and purchase agreement dated 9 September 2019 (the ‘‘Sale and Purchase Agreement’’) entered into between the Company (as purchaser) and Woo Lan Mei (as vendor) in respect of the acquisition of 75% of the issued share capital of Solomon Holdings Group Limited and the transactions contemplated thereunder; and (b) To authorize any one director of the Company (‘‘Director’’) to do all such acts and things, to sign and execute such documents or agreements or deeds on behalf of the Company, including under seal of the Company, where applicable, and to do such other things and to take all such actions as he considers necessary, appropriate, desirable and expedient for the purposes of giving effect to or in connection with the Sale and Purchase Agreement and all transactions contemplated thereunder, and to agree to such variation, amendments or waiver of matters relating thereto as he sees fit.
2.	(a) To approve, confirm and ratify the Placing Agreement dated 9 September 2019 (the ‘‘Placing Agreement’’) entered into between the Company (as issuer) and Topper Dragon Securities Limited (as the placing agent) (the ‘‘Placing Agent’’) in relation to the best effort placing (the ‘‘Placing’’) by the Placing Agent of up to 660,000,000 new shares of the Company (the ‘‘Placing Shares’’) at the placing price of HK$0.028 to HK$0.031 per Placing Share, and all transactions contemplated thereunder and all other matters thereof and incidental thereto and in connection therewith; (b) To grant a specific mandate to the Directors to exercise the powers of the Company to allot and issue the Placing Shares pursuant to the terms and conditions of the Placing Agreement (the ‘‘Specific Mandate’’), such Placing Shares ranking pari passu amongst themselves and with all other fully paid shares of the Company (the ‘‘Shares’’) in issue as at the date of allotment and issue thereof in all respects and such Specific Mandate being in additional to and not prejudicing or revoking any other general or specific mandate(s) which has/have been granted or may from time to time be granted to the Directors by the shareholders of the Company, subject to the condition that the Listing Committee would grant the listing of, and permission to deal in the Placing Shares and other conditions of the Placing Agreement; and
	(c) To authorize the Directors 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 by the Placing Agreement, the allotment and issue of the Placing Shares, 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.

Dated the day of 2019 Shareholder’s Signature[(Note][5)]

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS. 2. Please insert the number of ordinary shares of HK$0.002 each of the Company (‘‘Shares’’) registered in your name(s). If no number is inserted, the proxy form will be deemed to relate to all the Shares registered in your name(s).

2. If any proxy other than the Chairman 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 PROXY FORM MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

3. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, PLEASE TICK THE BOX MARKED ‘‘FOR’’ BESIDE THE APPROPRIATE RESOLUTION. IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, PLEASE TICK THE BOX MARKED ‘‘AGAINST’’ BESIDE THE APPROPRIATE RESOLUTION. Failure to complete any or all boxes will entitle your proxy to cast his votes on the relevant resolutions 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.

4. 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 an officer or attorney duly authorised.

5. Where there are joint holders of any Shares, any one of such persons may vote at the Meeting either personally, or by proxy, in respect of such Shares as if he were solely entitled thereto, and if more than one of such joint holders are present at the Meeting personally or by proxy, the joint holder whose name stands first at the register of members of the Company in respect of the relevant joint holding shall alone be entitled to vote.

6. To be valid, the proxy form, together with any power of attorney or other authority (if any) under which it is signed, or a notarially certified copy thereof, must be deposited with the Hong Kong branch share registrar and transfer office of the Company, 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 Meeting or any adjournment thereof.

7. Any member of the Company entitled to attend and vote at the Meeting is entitled to appoint one or more proxies (if a member who is the holder of two or more Shares) to attend and vote in his stead. A proxy need not be a member of the Company.

8. Completion and deposit of the proxy form will not preclude you from attending and voting at the Meeting should you so wish. 10. Any voting at the Meeting shall be taken by poll.

PERSONAL INFORMATION COLLECTION STATEMENT

• (i) ‘‘Personal Data’’ in this statement has the same meaning as ‘‘Personal data’’ in the personal Data (Privacy) Ordinance, Chapter 486 of the Laws of Hong Kong (‘‘PDPO’’).

• (ii) Your supply of Personal Data to the Company is on a voluntary basis. If you fail to provide sufficient information, the Company may not be able to process your appointment of proxy and other instructions.

• (iii) Your Personal Data may be disclosed or transferred by the Company to its subsidiaries, its share registrar, and/or other companies or bodies for any of the stated purposes, and retained for such period as may be necessary for our verification and record purposes.

• (iv) You have the right to request access to and/or correction of your Personal Data in accordance with the provisions of the PDPO. Any such request for access to and/or correction of your Personal Data should be in writing to the Personal Data Privacy Officer of Tricor Investor Services Limited.

• For identification only