Mao Geping Cosmetics Co., Ltd. — Proxy Solicitation & Information Statement 2025

Apr 17, 2025

MAOGEPING

BEAUTY

MAO GEPING COSMETICS CO., LTD.

毛戈平化妆品股份有限公司

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

(Stock Code: 1318)

PROXY FORM FOR THE 2024 ANNUAL GENERAL MEETING

TO BE HELD ON TUESDAY, MAY 13, 2025 AND ANY ADJOURNMENT THEREOF

I/We (Note 1)

of (Note 2)

being the registered holder(s) of (Note 3) unlisted shares/H shares of RMB0.50 each in the share capital of Mao Geping Cosmetics Co., Ltd. (the "Company"), hereby appoint the Chairman of the meeting (Notes 4 and 5) or (name)

of (address)

to act as my/our proxy to attend and vote for me/us and on my/our behalf at the 2024 annual general meeting (the "AGM") to be held at 2:30 p.m. on Tuesday, May 13, 2025 at Conference Room 1, 10th Floor, Wanyin Building, Shangcheng District, Hangzhou City, Zhejiang Province, the PRC and at any adjournment thereof and to exercise all rights conferred on proxies under the laws, regulations and the articles of association of the Company. I/We wish my/our proxy to vote as indicated below in respect of the resolution to be proposed at the AGM.

| ORDINARY RESOLUTIONS | | FOR
(Note 6) | AGAINST
(Note 6) | ABSTAIN
(Note 6) |
| --- | --- | --- | --- | --- |
| 1. | To consider and approve the 2024 annual report; | | | |
| 2. | To consider and approve the 2024 profit distribution plan; | | | |
| 3. | To consider and approve the proposed re-appointment of overseas auditor for the year 2025; | | | |
| 4. | To consider and approve the election of non-employee representative Directors for the fourth session of the Board of the Company; | | | |
| 4.01 | To propose the appointment of Mr. MAO Geping as an executive Director for the fourth session of the Board of the Company; | | | |
| 4.02 | To propose the appointment of Ms. MAO Niping as an executive Director for the fourth session of the Board of the Company; | | | |
| 4.03 | To propose the appointment of Ms. MAO Huiping as an executive Director for the fourth session of the Board of the Company; | | | |
| 4.04 | To propose the appointment of Mr. WANG Lihua as an executive Director for the fourth session of the Board of the Company; | | | |
| 4.05 | To propose the appointment of Ms. SONG Hongquan as an executive Director for the fourth session of the Board of the Company; | | | |
| 4.06 | To propose the appointment of Mr. GU Jiong as an independent non-executive Director for the fourth session of the Board of the Company; | | | |
| 4.07 | To propose the appointment of Mr. HUANG Hui as an independent non-executive Director for the fourth session of the Board of the Company; | | | |
| 4.08 | To propose the appointment of Mr. LI Hailong as an independent non-executive Director for the fourth session of the Board of the Company; | | | |
| 5. | To consider and approve the remuneration of the Directors and senior management for 2025; | | | |

---

| SPECIAL RESOLUTIONS | | FOR
(Note 6) | AGAINST
(Note 6) | ABSTAIN
(Note 6) |
| --- | --- | --- | --- | --- |
| 6. | To consider and approve the proposed amendments to the Articles of Association; | | | |
| 7. | To consider and approve the grant of a general mandate to the Board to issue H shares. | | | |

Signature (Note 7): ____
Dated ____ 2025

Notes:

1. Please insert full name(s) in BLOCK CAPITALS (Chinese or English name).
2. Please insert full address(es) in BLOCK CAPITALS.
3. Please insert the number of shares registered in your name(s) to which this proxy form relates. If no number is inserted, this proxy form will be deemed to relate to all shares of the Company registered in your name(s).
4. If you are a shareholder who is entitled to attend and vote at the AGM, you are entitled to appoint one or more proxies to attend and vote at the AGM on your behalf. A proxy needs not be a shareholder of the Company but must attend the AGM in person in order to represent you.
5. If any proxy other than the Chairman of the meeting is preferred, cross out the words “the Chairman of the meeting or” and insert the full name and address of the proxy (or proxies) desired in the space provided. If no name is inserted, the Chairman of the meeting will act as your proxy.
6. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, TICK THE APPROPRIATE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST A RESOLUTION, TICK THE APPROPRIATE BOX MARKED “AGAINST”. IF YOU WISH TO ABSTAIN FROM VOTING ON A RESOLUTION, TICK THE APPROPRIATE BOX MARKED “ABSTAIN”. The number of abstained votes will not be counted as the required majority in favour of any given resolution proposed while the number of abstained votes will be counted into the denominator for the purpose of percentage calculation of the voting. If you return this proxy form without indicating as to how your proxy is to vote on any particular matter, the person appointed as your proxy will exercise his/her discretion as to whether he/she votes and, if so, how and, unless instructed otherwise, he/she may also vote or abstain from voting as he/she thinks fit on any other matter (including amendments to resolution(s)) which may properly come before the AGM.
7. This proxy form must be signed and dated by you or your attorney duly authorized in writing. If the shareholder is a company, it should execute this proxy form under its common seal or by the signature(s) of its legal representative(s) or its director(s) or (a) person(s) authorized to sign on its behalf. In case of joint holders, only the person whose name stands first on the register of members of the Company may attend and vote at the AGM, either in person or by proxy.
8. For holders of H shares of the Company, to be valid, this proxy form, together with the power of attorney or any other authorization document, if any, under which it is signed, or a notarially certified copy of such power of attorney or authorization document, must be completed and deposited at the Company's H share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong; and for holders of unlisted shares of the Company, the form of proxy should be returned to the Company's head office and principal place of business in the PRC at Room 1001, Wanyin Building, Shangcheng District, Hangzhou, Zhejiang, the PRC, by personal delivery or by post, as soon as possible but in any event not less than 24 hours before the time appointed for holding the above AGM (i.e., not later than 2:30 p.m. on Monday, May 12, 2025) or any adjournment thereof (as the case may be).
9. Completion and return of this proxy form will not preclude you from attending and voting at the AGM if you so wish.
10. Shareholders or their proxies attending the AGM shall produce their identity documents.
11. References to time and dates in this proxy form are to Hong Kong time and dates.
12. Any changes made to this proxy form must be initialed by the person who signs it.

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 AGM (the "Purposes"). The Company 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 the Company and to such parties who are authorised 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 (Cap. 486 of the laws of Hong Kong) and any such request should be in writing by mail to the Company/Computershare Hong Kong Investor Services Limited at the above address.