Jiyi Holdings Limited — Proxy Solicitation & Information Statement 2022

Nov 23, 2022

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Jiyi Holdings Limited ��������

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1495)

FORM OF PROXY FOR THE EXTRAORDINARY GENERAL MEETING (‘‘EGM’’) TO BE HELD ON FRIDAY, 9 DECEMBER 2022 AT 11:00 A.M. AND ANY ADJOURNMENT THEREOF

I/We[(note][a)] of being the 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 MEETING or of to act as my/our proxy[(note][c)] to attend for me/us at the EGM to be held at Room 6408, 64/F, Tower A, Riverfront Times Square, 9289 Binhe Road, Futian District, Shenzhen（深圳市福田區濱河大道9289號京基濱河時代大廈A座64樓6408） on Friday, 9 December 2022 at 11:00 a.m. (or at any adjournment thereof) and to vote on my/our behalf and in my/our name(s) in respect of the said resolutions as indicated below or, if no indication is given, as my/our proxy thinks fit.

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----- Start of picture text ----- ORDINARY RESOLUTION For [(note] [d)] Against [(note] [d)]----- End of picture text -----

1. To approve the Share Consolidation and all such relevant actions contemplated thereunder as set out in the notice convening the EGM. SPECIAL RESOLUTION 2. To approve the Capital Reduction, the Share Sub-Division and all such relevant actions contemplated thereunder as set out in the notice convening the EGM.

Dated the day of , 2022

Shareholder’s signature (note f)

• (a) Full name(s) and address(es) to be inserted in BLOCK CAPITALS. (b) 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 in the Company registered in your name(s).

• (c) If any proxy other than the Chairman of the meeting is preferred, strike out the words ‘‘THE CHAIRMAN OF THE MEETING or’’ herein 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.

• (d) The description of the resolution is by way of summary only. The full text of the resolution appears in the notice of the EGM dated 24 November 2022. (e) IMPORTANT: IF YOUWISH TO VOTE FOR THE RESOLUTION, TICK (✓) THE APPROPRIATE BOX MARKED ‘‘FOR’’. IF YOU WISH TO VOTE AGAINST THE RESOLUTION, TICK (✓) THE APPROPRIATE BOX MARKED ‘‘AGAINST’’. Failure to complete any of the boxes will entitle your proxy to cast his votes at his discretion.

• (f) This form of proxy 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.

• (g) Where there are joint registered holders of any share, any one of such persons may vote at the meeting, either personally or by proxy, in respect of such share(s) as if he were solely entitled thereto; but if more than one of such joint holders are present at the meeting, either personally or by proxy, that one of the said persons so present whose name stands first on the register of members in respect of such share(s) shall alone be entitled to vote in respect thereof.

• (h) To be valid, this form of proxy, together with the power of attorney (if any) or other authority (if any) under which it is signed or a notarially certified copy thereof, must be deposited with the Company’s share registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 11:00 a.m. on Wednesday, 7 December 2022, being not less than 48 hours before the time for holding the meeting (and any adjournment hereof).

• (i) The proxy need not be a shareholder of the Company but must attend the meeting in person to represent you.

• (j) Completion and deposit of the form of proxy will not preclude you from attending and voting at the meeting (and any adjournment thereof) if you so wish.

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 EGM 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 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 fulfil 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 Tricor Tengis Limited at the above address.