Minmetals Land Limited — Proxy Solicitation & Information Statement 2022

May 11, 2022

==> picture [104 x 44] intentionally omitted <==

==> picture [75 x 42] intentionally omitted <==

China Ruyi Holdings Limited 中 國 儒 意 控 股 有 限 公 司

(a company incorporated in Bermuda with limited liability)

(Stock Code: 136)

PROXY FORM FOR ANNUAL GENERAL MEETING TO BE HELD ON MONDAY, 13 JUNE 2022 AND AT ANY ADJOURNMENT THEREOF

I/We[(a)]

of

shares[(b)] of

being the registered holder(s) of shares of HK$0.02 each in the capital of China Ruyi Holdings Limited (the ‘‘Company’’), HEREBY APPOINT THE CHAIRMAN OF THE MEETING, or[(c)]

of

as my/our proxy to vote and act for me/us at the annual general meeting of the Company to be held at 23/F, China Evergrande Centre, 38 Gloucester Road, Wanchai, Hong Kong on Monday, 13 June 2022 at 3:00 p.m. and at any adjournment thereof (the ‘‘Meeting’’) for the purpose of considering and, if thought fit, passing the resolutions set out in the notice dated 11 May 2022 convening the Meeting and at the Meeting (and at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of the resolutions as indicated below.

indicated below.	indicated below.	indicated below.	indicated below.
ORDINARY RESOLUTIONS					FOR(d)	AGAINST(d)
1.	To receive and adopt the audited financial statements and the reports of the directors of the Company and of the auditors of the Company for the year ended 31 December 2021
	(a) To re-elect Mr. Chau Shing Yim, David as an independent non-executive director of the Company;
	(b) To re-elect Mr. Nie Zhixin as an independent non-executive director of the Company; and
	(c) To re-elect Mr. Chen Haiquan as an independent non-executive director of the Company.
3.	To authorize the board of directors of the Company to fix the remuneration of the directors of the Company
4.	To re-appoint Messrs. PricewaterhouseCoopers as the auditors and to authorize the board of directors of the Company to fix their remuneration
5.	To grant a general mandate to the directors of the Company to issue, allot and deal with shares not exceeding 20% of the total number of shares of the Company in issue as at the date of passing this resolution#
6.	To grant a general mandate to the directors of the Company to repurchase shares not exceeding 10% of the total number of shares of the Company in issue as at the date of passing this resolution#
7.	To extend the general mandate to issue shares granted to the directors of the Company by resolution no. 5 by adding the number of shares repurchased pursuant to the general mandate granted by resolution no. 6#
SPECIAL RESOLUTION					FOR(d)	AGAINST(d)
8.	To adopt the second amended and restated Bye-laws of the Company
# The Dated this		full text of the resolutions is set out in t day of	he notice of the Meeting. 2022 Signature(s)(e):

Notes:

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

• (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 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 FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

• (d) THEIMPORTANT:RESOLUTION,IF YOUTICKWISHTHETOAPPROPRIATEVOTE FOR THEBOXRESOLUTION,MARKED ‘‘AGAINSTTICK THE’’. FailureAPPROPRIATEto tick any BOXbox willMARKEDentitle your‘‘FORproxy’’. IFto YOUcast hisWISHvote TOat hisVOTEdiscretion.AGAINSTYour 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.

• (e) This form of proxy must be signed by you or your attorney duly authorized in writing or, in the case of a corporation, must be either under its seal or under the hand of an officer or attorney duly authorized.

• (f) Where there are joint holders of any share, any one of such joint holder may vote, either in person or by proxy, in respect of such share as if he were solely entitled thereto, but if more than one of such joint holders be present at any meeting, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holder(s), and for this purpose seniority will be determined by the order in which the names stand in the register of members of the Company.

• (g) toTothebe Companyvalid, this’sformbranchof proxyshare registrarand the powerand transferof attorneyofficeorinotherHongauthorityKong, Tricor(if any)Secretariesunder whichLimited,it is signedat Levelor54,a certifiedHopewellcopyCentre,of such183powerQueenor’s authority,Road East,mustHongbeKong,deliverednot less than 48 hours before the time appointed for the holding of the Meeting or adjourned meeting.

• (h) The proxy need not be a member of the Company.

PERSONAL INFORMATION COLLECTION STATEMENT

proxies)Your supplyand yourof yourvotingand instructionsyour proxy’sfor(ortheproxiesMeeting’) name(s)of the Companyand address(es)(the ‘‘Purposesis on a voluntary’’). We maybasistransferfor theyourpurposeand yourof processingproxy’s (oryourproxiesrequest’) name(s)for theandappointmentaddress(es)oftoa ourproxyagent,(or contractor,or are otherwiseor thirdrelevantparty forservicethe Purposesprovider whoand needprovidesto receiveadministrative,the information.computerYourandandotheryourservicesproxy’tos (orus proxiesand to ’such) name(s)partiesandwhoaddress(es)are authorisedwill bebyretainedlaw to requestfor suchtheperiodinformationas 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 to the Privacy Compliance Officer of Tricor Secretaries Limited at the above address.