Minmetals Land Limited — Proxy Solicitation & Information Statement 2024

May 24, 2024

==> picture [104 x 45] 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 TUESDAY, 18 JUNE 2024 AND AT ANY ADJOURNMENT OR POSTPONEMENT 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 11:00 a.m. on Tuesday, 18 June 2024 at Room 3701, 37/F, Lee Garden One, 33 Hysan Avenue, Causeway Bay, Hong Kong, and at any adjournment or postponement thereof (the ‘‘Meeting’’) for the purpose of considering and, if thought fit, passing the resolutions set out in the notice dated 24 May 2024 convening the Meeting and at the Meeting (and at any adjournment or postponement thereof) to vote for me/us and in my/our name(s) in respect of the resolutions as indicated below.

me/us and in my/our name(s) in respect of the resolutions as indicated below.	me/us and in my/our name(s) in respect of the resolutions as 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 2023
2.	(a) To re-elect Mr. Ke Liming as an executive director of the Company;
	(b) To re-elect Mr. Zhang Qiang as an executive director of the Company; and
	(c) To re-elect Mr. Chau Shing Yim, David as an independent non-executive director of the Company.
3.	To authorise 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 authorise 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 (including any sale or transfer of treasury shares out of the treasury) not exceeding 20% of the total number of shares of the Company in issue (excluding any treasury shares) 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 (excluding any treasury shares) 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 third amended and restated Bye-laws of the Company

The full text of the resolutions is set out in the notice of the Meeting.

Dated this

day of 2024

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) IMPORTANT: IF YOU WISH 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 tick any box will entitle your proxy to cast his vote at his discretion. Your 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 authorised 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 authorised.

• (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) ToCompanybe valid,’s branchthis formshareof registrarproxy andandthetransferpower ofofficeattorneyin Hongor otherKong,authorityTricor (ifSecretariesany) underLimited,which atit is17/F,signedFar orEasta certifiedFinance copyCentre,of such16 Harcourtpower orRoad,authority,HongmustKong,be notdeliveredless thanto the48 hours before the time appointed for the holding of the Meeting or adjourned or postponed meeting.

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

PERSONAL INFORMATION COLLECTION STATEMENT

Yourand yoursupplyvotingof yourinstructionsand yourforproxythe ’Meetings (or proxiesof the’) name(s)Companyand(theaddress(es)‘‘Purposesis’’).onWea voluntarymay transferbasisyourfor andthe purposeyour proxyof processing’s (or proxiesyour’) name(s)request forandtheaddress(es)appointmentto ourof agent,a proxycontractor,(or proxies)or thirdrelevantpartyforservicethe Purposesproviderandwhoneedprovidesto receiveadministrative,the information.computerYour andand yourotherproxyservices’s (ortoproxiesus and’)toname(s)such partiesand address(es)who are authorisedwill be retainedby lawforto suchrequestperiodthe asinformationmay be necessaryor are otherwiseto 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.