Jiyi Holdings Limited — Proxy Solicitation & Information Statement 2021

Jan 25, 2021

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Jiyi Holdings Limited 集一控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1495)

FORM OF PROXY FOR THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON 22 FEBRUARY 2021 AND ANY ADJOURNMENT THEREOF

I/We[(note a)]

of

being the ordinary shares of HK$0.1

register holder(s) of[(note b)] ordinary shares of HK$0.1 each in the share capital of Jiyi Holdings Limited (the ‘‘Company’’) hereby appoint the Chairman of the extraordinary general meeting (the ‘‘Meeting’’) or the Meeting, or of

to act as my/our proxy[(note c)] to attend for me/us at the Meeting to be held at 14th Floor, China Railway South Headquarters Building, No. 3333 Zhongxin Road (Shenzhen Bay Section), Nanshan District, Shenzhen, PRC on Monday, 22 February 2021 at 11:00 a.m. (or at any adjournment thereof) for the purposes of considering and, if thought fit, passing the resolution as set out in the notice convening the Meeting and to vote on my/ our behalf and in my/our name(s) in respect of the said the resolution as indicated below or, if no indication is given, as my/our proxy thinks fit.

		ORDINARY RESOLUTION	FOR(note d)	AGAINST(note d)
	To approve, confirm and ratify that:-
	(a)	the Extension as defined in the circular dated 26 January 2021 despatched to the
		shareholders of the Company (the “Circular”) and all the transactions contemplated
		thereby be and are hereby approved, confirmed and ratified;
	(b)	the issue and allotment of ordinary shares of the Company which may fall to be issued
		upon the exercise of the conversion rights attached to the Outstanding Convertible Bonds
		(as defined in the Circular) be and are hereby approved; and
	(c)	any one director of the Company be and is hereby authorised to do all such acts and
		things as he/she in his/her sole and absolute discretion deems necessary, desirable or
		expedient to implement, give effect to the Extension and the transactions contemplated
		thereunder and, where required, any amendment of the terms of the Extension as required
		by, or for the purposes of obtaining the approval of, relevant authorities or to comply with
		all applicable laws, rules and regulations.
Dated the		day of2021
Shareholder’s signature (notes e, f, g, h and i)

Notes:

• a Full name(s) and address(es) are to be inserted in BLOCK CAPITALS LETTERS . The names of all joint registered holders should be stated.

• b Please insert the number of shares in the Company (‘‘Shares’’) registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all the Shares registered in your name(s).

• c A proxy need not be a shareholder of the Company. If you wish to appoint some person other than the Chairman of the Meeting as your proxy, please delete the words ‘‘the Chairman of the Meeting or’’ and insert the name and address of the person appointed proxy in the space provided.

• d If you wish to vote for the resolution set out above, please tick (‘‘✓’’) the boxes marked ‘‘For’’. If you wish to vote against the resolution, please tick (‘‘✓’’) the boxes marked ‘‘Against’’. If this form returned is duly signed but without specific direction on the proposed resolution, the proxy will vote or abstain at his/her/its discretion in respect of the resolution; or if in respect of a particular proposed resolution there is no specific direction, the proxy will, in relation to that particular proposed resolution, vote or abstain at his/her/its discretion. A proxy will also be entitled to vote at his/her/its discretion on the resolution properly put to the Meeting other than those set out in the notice convening the Meeting.

• e Where there are joint registered 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/she/it were solely entitled thereto, but if more than one of such joint holders are present at the Meeting, personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such Share shall alone be entitled to vote in respect thereof.

• f The instrument appointing a proxy shall be in writing under the hand of the appointor or of his/her/its attorney duly authorised in writing, or if the appointor is a corporation, either under seal or under the hand of an officer or attorney duly authorised.

• g To be valid, this form of proxy together with any power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power or authority must be deposited at the Hong Kong branch share registrar of the Company, Computershare Hong Kong Investor Services Limited on 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 48 hours before the time of the Meeting (or any adjourned meeting).

• h Completion and return of this form of proxy will not preclude you from attending and voting in person at the Meeting (or any adjournment thereof) if you so wish.

• i Any alteration made to this form should be initialled by the person who signs the form.