Million Cities Holdings Limited — Proxy Solicitation & Information Statement 2021

Oct 27, 2021

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萬城控股有限公司

MILLION CITIES HOLDINGS LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2892)

Proxy form for use at the extraordinary general meeting of the Company to be held at Lion Rock, 6/F., Sha Tin Clubhouse, The Hong Kong Jockey Club, Sha Tin, New Territories, Hong Kong on Thursday, 18 November 2021

I/We[(note][1)] of being the registered holder(s) of[(note][2)] ordinary shares of HK$0.01 each (the ‘‘Ordinary Shares’’) in the capital of Million Cities Holdings Limited (the ‘‘Company’’) hereby appoint the Chairman of the extraordinary general meeting of the Company (the ‘‘EGM’’) or[(note][3][&][4)]

of as

my/our proxy to act for me/us on my/our behalf at the EGM to be held at Lion Rock, 6/F, Sha Tin Clubhouse, The Hong Kong Jockey Club, Sha Tin, New Territories, Hong Kong on Thursday, 18 November 2021 at 10: 30 a.m. and at any adjournment thereof and to vote for me/us and in my/our name(s) in respect of the resolutions set out in the Notice of EGM as directed below or, if no such indication is given, as my/our proxy thinks fit. Capitalised terms used in this proxy form shall have the same meanings as those defined in the circular of the Company dated 28 October 2021 (‘‘Circular’’), unless otherwise specified.

				(Note 5)
		Ordinary resolutions
			For		Against
1.	‘‘THAT:
	(a)	the Subscription Agreement and the transactions contemplated thereunder and in
		connection therewith and any other agreements or documents in connection therewith be
		and are hereby approved, confirmed and ratified; and
	(b)	any one Director be and is hereby authorised for and on behalf of the Company to do all
		such acts, deeds and things and to sign, execute and deliver all such documents (including
		the affixation of the common seal of the Company where required) as he may, in his
		absolute discretion, consider necessary, desirable or appropriate to give effect, implement
		and complete any matters relating to or in connection with paragraph (a) of this
		resolution no. 1.’’
2.	‘‘THAT	subject to and conditional upon the passing of the ordinary resolution no. 1,
	(a)	the grant of a specific mandate to the Directors with the power and authority to allot and
		issue the Non-Convertible Preference Shares in accordance with the terms and conditions
		of the Subscription Agreement be and are hereby approved; and
	(b)	any one Director be and is hereby authorised to do all such acts and things and execute all
		such documents for and on behalf of the Company as he may consider necessary,
		desirable or appropriate in connection with paragraph (a) of this resolution no. 2.’’
		Special resolution	For		Against
3.	‘‘THAT:
	(a)	the Proposed Amendments as set out in Appendix I to the Circular be approved; and
	(b)	subject to the passing of resolution no. 3(a) above, the adoption of an amended and
		restated M&A in substitution for and to the exclusion of the existing M&A with
		immediate effect after the close of the EGM be and is hereby approved and that the
		Directors be and are hereby authorised to do all things necessary to implement the
		adoption of the amended and restated M&A.’’

Dated Shareholder’s signature[(note][6,][7,][8][and][9)]

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS. The name of all joint holders should be stated.

2. Please insert the number of Ordinary Shares registered in your name(s); if no number is inserted, this proxy form will be deemed to relate to all the Ordinary Shares in the capital of the Company registered in your name(s).

3. Any Shareholder entitled to attend and vote at the EGM is entitled to appoint another person as his or her proxy to attend and vote on behalf of him or her. A Shareholder who is the holder of two or more Ordinary Shares may appoint more than one proxy to attend on the same occasion. A proxy need not be a Shareholder of the Company.

4. If any proxy other than the chairman of the meeting is preferred, strike out the words ‘‘the Chairman of the meeting or’’ and insert the name and address of proxy desired in the space provided.

5. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, PLEASE PLACE A TICK ‘‘AGAINST A RESOLUTION, PLEASE PLACE A TICK ‘‘H’’ IN THE RELEVANT BOX MARKEDH’’ IN THE RELEVANT BOX MARKED ‘‘FOR’’, IF YOU WISH TO VOTE‘‘AGAINST’’. Failure to complete the boxes will entitle your proxy to abstain or cast his or her vote at his or her discretion. Your proxy will also be entitled to abstain or vote at his or her discretion on any resolution properly put to the meeting other than those referred to in the notice convening the meeting.

6. This proxy form must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, this proxy form must be under its common seal or under the hand of an officer or attorney or other person duly authorised.

7. If more than one of the joint holders be present at the meeting the vote of the senior holder who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the register of members in respect of the joint shareholding.

8. In order to be valid, this proxy form together with any power of attorney or other authority (if any) under which it is signed or a certified copy of such power or authority must be deposited at the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time for holding the meeting (no later than 10: 30 a.m. on 16 November 2021 (Hong Kong time)) or adjournment thereof.

9. Completion and delivery of this proxy form shall not preclude a member from attending and voting in person if you so wish.

10. ANY ALTERATIONS MADE IN THIS FORM SHOULD BE INITIALED BY THE PERSON WHO SIGNS IT.