Palinda Group Holdings Limited — Proxy Solicitation & Information Statement 2021

Apr 8, 2021

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PALINDA GROUP HOLDINGS LIMITED

百利達集團控股有限公司

(Incorporated in the Cayman Islands with limited liability) (Stock Code: 8179)

PROXY FORM

Form of proxy for use by the shareholders of Palinda Group Holdings Limited (the “Company”) at the annual general meeting (the “Meeting”) to be convened at Suite 306-A201, 3rd Floor, Harbour Centre, Tower 1, 1 Hok Cheung Street, Hunghom, Kowloon, Hong Kong on Thursday, 27 May 2021 at 10:00 a.m. (or any adjournment thereof).

I/We [(note a)]

of being the holder(s) of hereby appoint the Chairman (the “ Chairman ”) of the Meeting or of

[(note b)] shares of HK$0.1 each (the “ Shares ”) of the Company

[(note c)]

to act as my/our proxy at the Meeting to be held at Suite 306-A201, 3rd Floor, Harbour Centre, Tower 1, 1 Hok Cheung Street, Hunghom, Kowloon, Hong Kong on Thursday, 27 May 2021 at 10:00 a.m. and at any adjournment thereof and to vote on my/our behalf as directed below.

Please make a mark in the appropriate boxes to indicate how you wish your vote(s) to be cast on a poll [(note d)] .

	ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	FOR(note d)	AGAINST(note d)
1.	To receive, consider and adopt the audited consolidated financial statements and the reports of thedirectors(the “Director(s)”)and auditor of the Companyfor theyear ended 31 December 2020.
2.	(a)	(i)To re-elect Mr. Dou Shengas an executive Director.
		(ii)To re-elect Mr. So Yat Chuen as an independent non-executive Director.
	(b)	To authorise the board of the Directors(the “Board”)to fix the Directors’ remuneration.
3.	To re-appoint the Company’s auditor and to authorise the Board to fix its remuneration.
4.	To grant a general unconditional mandate to the Directors to allot, issue and deal with additionalshares in the Company not exceeding 20% of the total number of Shares in issue of the Companyas at the date of this resolution.
5.	To grant a general unconditional mandate to the Directors to repurchase shares in the Companynot exceeding 10% of the total number of Shares in issue of the Company as at the date of thisresolution.
6.	Conditional upon the passing of resolutions no. 4 and 5, to extend the general mandate granted byresolution no. 4 by adding thereto the shares repurchased pursuant to the general mandate grantedbyresolution no. 5.
7.	To approve the refreshment of the scheme mandate limit under the share option scheme of theCompany.

Shareholder’s signature

[(notes e and f)]

Dated the

day of 2021

Notes:

• a. Full name(s) and address(es) are to be inserted in BLOCK CAPITALS . The name of all joint 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 capital of the Company registered in your name(s).

• c. A proxy need not be a member of the Company. If you wish to appoint some person other than the Chairman of the Meeting as your proxy, please delete the words “the Chairman of the Meeting or” and insert the name and address of the person appointed proxy in the space provided.

• d. If you wish to vote for the resolution set out above, please tick (“ ✓ ”) the box marked “For”. If you wish to vote against the resolution, please tick (“ ✓ ”) the box marked “Against”. If this form returned is duly signed but without specific direction on any of the proposed resolution, the proxy will vote or abstain at his/her discretion. A proxy will also be entitled to vote at his/her discretion on any resolution properly put to the Meeting other than those set out in the notice convening the Meeting.

• e. In the case of a joint holding, this form of proxy may be signed by any joint holder, but if more than one joint holders are present at the Meeting, whether in person or by proxy, that one of the joint holders whose name stands first on the register of members in respect of the relevant joint holding shall alone be entitled to vote in respect thereof.

• f. The form of proxy must be signed by a shareholder of the Company, or his/her attorney duly authorised in writing, or if the shareholder is a corporation, either under its common seal or under the hand of an officer or attorney so authorised.

• g. To be valid, this form of proxy together with any 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 share registrar and transfer office in Hong Kong, Union Registrars Limited at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong not later than 48 hours before the time of the Meeting or any adjourned meeting.

• h. Any alteration made to this form should be initialled by the person who signs the form.