NIU Holdings Limited — Proxy Solicitation & Information Statement 2021

Jun 29, 2021

WAC HOLDINGS LIMITED (Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8619)

PROXY FORM

For use at the annual general meeting to be held on 3 August 2021 (or any adjournment thereof)

I/We[(Note][a)]

of

being the registered holder(s) of[(Note][b)] ordinary share(s) of HK$0.01 each (the ‘‘Shares’’, each a ‘‘Share’’) of WAC Holdings Limited (the ‘‘Company’’) hereby appoint (Note c)

of

or failing him/her, the chairman of the annual general meeting of the Company (the ‘‘AGM’’) to act as my/our proxy to attend and vote for me/us and on my/our behalf at the AGM to be held at 2: 30 p.m. on Tuesday, 3 August 2021 at Room 1703–1704, World-Wide House, 19 Des Voeux Road Central, Hong Kong (and at any adjournment thereof). I/we direct that my/our vote(s) be cast on the specified resolutions as indicated by a ‘‘✓’’ in the appropriate boxes. In the absence of any indication, the proxy may vote in respect of that resolution at his/her discretion.

	failing him/her, the chairman of the annual general meeting of the Company (the ‘‘AGM’’) to act as my/our proxy to attend andte for me/us and on my/our behalf at the AGM to be held at 2: 30 p.m. on Tuesday, 3 August 2021 at Room 1703–1704, World-Wideouse, 19 Des Voeux Road Central, Hong Kong (and at any adjournment thereof). I/we direct that my/our vote(s) be cast on theecified resolutions as indicated by a ‘‘✓’’ in the appropriate boxes. In the absence of any indication, the proxy may vote in respect of	failing him/her, the chairman of the annual general meeting of the Company (the ‘‘AGM’’) to act as my/our proxy to attend andte for me/us and on my/our behalf at the AGM to be held at 2: 30 p.m. on Tuesday, 3 August 2021 at Room 1703–1704, World-Wideouse, 19 Des Voeux Road Central, Hong Kong (and at any adjournment thereof). I/we direct that my/our vote(s) be cast on theecified resolutions as indicated by a ‘‘✓’’ in the appropriate boxes. In the absence of any indication, the proxy may vote in respect of	failing him/her, the chairman of the annual general meeting of the Company (the ‘‘AGM’’) to act as my/our proxy to attend andte for me/us and on my/our behalf at the AGM to be held at 2: 30 p.m. on Tuesday, 3 August 2021 at Room 1703–1704, World-Wideouse, 19 Des Voeux Road Central, Hong Kong (and at any adjournment thereof). I/we direct that my/our vote(s) be cast on theecified resolutions as indicated by a ‘‘✓’’ in the appropriate boxes. In the absence of any indication, the proxy may vote in respect of	failing him/her, the chairman of the annual general meeting of the Company (the ‘‘AGM’’) to act as my/our proxy to attend andte for me/us and on my/our behalf at the AGM to be held at 2: 30 p.m. on Tuesday, 3 August 2021 at Room 1703–1704, World-Wideouse, 19 Des Voeux Road Central, Hong Kong (and at any adjournment thereof). I/we direct that my/our vote(s) be cast on theecified resolutions as indicated by a ‘‘✓’’ in the appropriate boxes. In the absence of any indication, the proxy may vote in respect of	failing him/her, the chairman of the annual general meeting of the Company (the ‘‘AGM’’) to act as my/our proxy to attend andte for me/us and on my/our behalf at the AGM to be held at 2: 30 p.m. on Tuesday, 3 August 2021 at Room 1703–1704, World-Wideouse, 19 Des Voeux Road Central, Hong Kong (and at any adjournment thereof). I/we direct that my/our vote(s) be cast on theecified resolutions as indicated by a ‘‘✓’’ in the appropriate boxes. In the absence of any indication, the proxy may vote in respect of	failing him/her, the chairman of the annual general meeting of the Company (the ‘‘AGM’’) to act as my/our proxy to attend andte for me/us and on my/our behalf at the AGM to be held at 2: 30 p.m. on Tuesday, 3 August 2021 at Room 1703–1704, World-Wideouse, 19 Des Voeux Road Central, Hong Kong (and at any adjournment thereof). I/we direct that my/our vote(s) be cast on theecified resolutions as indicated by a ‘‘✓’’ in the appropriate boxes. In the absence of any indication, the proxy may vote in respect of	failing him/her, the chairman of the annual general meeting of the Company (the ‘‘AGM’’) to act as my/our proxy to attend andte for me/us and on my/our behalf at the AGM to be held at 2: 30 p.m. on Tuesday, 3 August 2021 at Room 1703–1704, World-Wideouse, 19 Des Voeux Road Central, Hong Kong (and at any adjournment thereof). I/we direct that my/our vote(s) be cast on theecified resolutions as indicated by a ‘‘✓’’ in the appropriate boxes. In the absence of any indication, the proxy may vote in respect of
	at resolution at his/her discretion.ORDINARY RESOLUTIONSFOR (Note d)AGAINST (Note d)
	ORDINARY RESOLUTIONS			FOR (Note d)	AGAINST (Note d)
	1.	To receive the audited consolidated financial statements of the Company and itssubsidiaries and the reports of the directors and auditors of the Company for theyear ended 31 March 2021.
			year ended 31 March 2021.
	2.	(	a)To re-elect Ms. Chu Moune Tsi, Stella as independent non-executivedirector of the Company.
		(	b)To re-elect Mr. Choy Wai Shek, Raymond as independent non-executivedirector of the Company.
		(	c)To authorise the board of directors of the Company (the ‘‘Board’’) to fix
			the remuneration of the directors of the Company.
	3.		To re-appoint Wellink CPA Limited as the auditors of the Company and toauthorise the Board to fix their remuneration.
	4.		To grant a general mandate to the directors of the Company to allot, issue and
		deal with shares of the Company not exceeding 20% of the total number ofissued shares of the Company.*
	5.	To grant a general mandate to the directors of the Company to repurchase
		shares of the Company not exceeding 10% of the total number of issued sharesof the Company.*
	6.	To extend the general mandate granted under resolution no. 4 by adding theshares of the Company to be repurchased pursuant to the general mandategranted by resolution no. 5 which shall not exceed 10% of the total number of
		issued shares of the Company.*

• The full text of resolution nos. 4 to 6 are set out in the notice convening the AGM dated 30 June 2021.

Date:

2021

Signature(s)[(Notes][e][and][f)]

Notes:

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

• c. If‘‘AGMany ’’)proxyand otherinsertthanthe namechairmanand addressof the AGMof theisproxy.preferred,If nopleasenamestrikeis inserted,out thethewordschairman‘‘the chairmanof the AGMof thewillannualact as generalyour proxy.meetingTheofproxythe Companyneed not be(thea member of the Company but must attend the meeting in person to represent you.

• d. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, PLEASE TICK (‘‘✓’’) THE BOX MARKED ‘‘FOR’’. IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, PLEASE TICK (‘‘✓’’) THE BOX MARKED ‘‘AGAINST’’. If this proxy form when returned is duly signed but without specific direction on the proposed resolutions, the proxy will vote or abstain at his/her discretion in respect of the proposed resolutions. A proxy will also be entitled to vote or abstain at his/her discretion on any amendment of the resolutions put to the AGM.

• e. In the case of joint registered holders of any Share(s), this proxy form may be signed by any joint registered holder, but if more than one joint registered holders are present at the AGM, whether in person or by proxy, that one of the joint registered holders whose name stands first on the register of members in respect of the relevant jointly registered Share(s) shall alone be entitled to vote in respect thereof to the exclusion of the votes of the other joint registered holders.

• f. This proxy form must be signed by the shareholder of the Company (‘‘Shareholder’’), or his attorney duly authorised in writing, or if the Shareholder is a corporation, either under seal or under the hand of an officer or attorney so authorised.

• g. To be valid, this proxy form, together with the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power or authority, must be deposited at the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for holding the AGM or any adjournment thereof (as the case may be).

• h. Any alteration made to this proxy form should be initialed by the person who signs the form. i. Completion and return of this proxy form will not preclude you from attending and voting in person at the AGM or any adjournment thereof if you so wish. In such event, the proxy form should be deemed to be revoked.

PERSONAL INFORMATION COLLECTION STATEMENT

Yourproxysupply(or proxies)of yourandandyouryourvotingproxy’sinstructions(or proxies’)forname(s)the AGMandofaddress(es)the Companyis on (thea voluntary‘‘Purposesbasis’’). forWe themaypurposetransferofyourprocessingand youryourproxy’srequest(orforproxies’)the appointmentname(s) ofanda address(es) to our agent, contractor, or third party service provider who provides administrative, computer and other services to us for use in connection with the Purposes and to such parties who are authorized 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. Request for access to and/or correction of the relevant personal data can be made in accordance with the provisions of the Personal Data (Privacy) Ordinance (Chapter 486 of the Laws of Hong Kong) and any such request should be in writing by mail to the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong.