Nan Nan Resources Enterprise Limited — Proxy Solicitation & Information Statement 2023

Jul 19, 2023

NAN NAN RESOURCES ENTERPRISE LIMITED 南南資源實業有限公司

(Incorporated in Bermuda with limited liability)

(Stock Code: 1229)

FORM OF PROXY FOR ANNUAL GENERAL MEETING TO BE HELD ON 23 AUGUST 2023 (OR ANY ADJOURNMENT THEREOF)

I/We[1]

of

being the registered holder(s) of[2]

shares of HK$0.10 each in the capital of Nan Nan Resources Enterprise Limited (the “ Company ”) HEREBY APPOINT[3] the chairman of the meeting or of

as my/our proxy to attend and vote for me/us and on my/our behalf at the annual general meeting (the “ AGM ”) of the Company to be held at 21/F., Grand Millennium Plaza, 181 Queen’s Road Central, Sheung Wan, Hong Kong on Wednesday, 23 August 2023 at 11:30 a.m. (or any adjournment thereof) in respect of the resolutions set out in the notice of AGM as hereinunder indicated, and, if no such indication is given, as my/our proxy thinks fit.

		ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	FOR4AGAINST4
	1.	To receive, consider and adopt the audited consolidated financial statements of theCompany and its subsidiaries and the reports of the directors and independent auditor ofthe Company for the year ended 31 March 2023.
	2.	(a)To re-elect Dr. Wong Man Hin Raymond as an independent non-executive director ofthe Company;
		(b)To re-elect Mr. Pak Wai Keung Martin as an independent non-executive director ofthe Company; and
		(c)To authorise the board of directors of the Company (the “Board”) to fix theremuneration of the directors of the Company (the “Directors”).
	3.	To re-appoint Mazars CPA Limited as the auditor of the Company to hold office until theconclusion of the next annual general meeting and to authorise the Board to fix itsremuneration.
	4.	To grant a general mandate to the Directors to repurchase shares of the Company notexceeding 10% of the total number of shares of the Company (the “Shares”) as at the date ofthe passing of this resolution.
	5.	To grant a general mandate to the Directors to allot, issue and deal with additional Sharesnot exceeding 20% of the total number of Shares as at the date of the passing of thisresolution.
	6.	To extend the general mandate to the Directors to allot, issue and deal with the Shares by thenumber of repurchased Shares.
	Dated this		day of	2023Signature(s)5

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 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 capital of the Company registered in your name(s).

3. If any proxy other than the chairman of the AGM is preferred, delete the words “the chairman of the meeting or” and insert the name and address of the proxy desired in the space provided. ANY ALTERNATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT . The proxy needs not be a member of the Company but must attend the AGM (or any adjournment thereof) in person to represent you.

4. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, TICK (“ ✓ ”) THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, TICK (“ ✓ ”) THE BOX MARKED “AGAINST” . Failure to tick a box will entitle your proxy to cast your vote at the proxy’s discretion. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the AGM other than those referred to in the notice convening the meeting.

5. To be valid, this form of proxy, together with the 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 Hong Kong branch share registrar and transfer office, Union Registrars Limited, at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong not less than 48 hours before the time appointed for holding the AGM or adjourned meeting.

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

7. In the case of joint registered holders, any one of such holders may attend and vote at the AGM either personally or by proxy, but if more than one of such joint holders be present at the AGM personally or by proxy, the vote of the said persons so present whose name stands first in the register of members of the Company in respect of the joint holding shall be accepted to the exclusion of the votes of the other joint holders.

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

PERSONAL INFORMATION COLLECTION STATEMENT

• (i) “Personal Data” in these statements has the same meaning as “personal data” in the Personal Data (Privacy) Ordinance, Chapter 486 of the Laws of Hong Kong (“ PDPO ”).

• (ii) The supply of your Personal Data to the Company is on a voluntary basis and such data will be used for processing your instructions as stated in this form of proxy.

• (iii) Your Personal Data will not be transferred to any third parties (other than the share registrars of the Company) unless it is a requirement to so do by law, for example, in response to a court order or a law enforcement agency’s request and will be retained for such period as may be necessary for our verification and record purposes.

• (iv) You and your appointed proxy have the right to request access to and/or to correct the respective Personal Data in accordance with the provisions of the PDPO. Any such request should be in writing addressed to the Personal Data Privacy Officer of Union Registrars Limited at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong.