Seazen Group Limited — Proxy Solicitation & Information Statement 2024

Jun 5, 2024

SEAZEN GROUP LIMITED 新城發展控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1030)

FORM OF PROXY FOR USE AT ANNUAL GENERAL MEETING TO BE HELD ON FRIDAY, 28 JUNE 2024

I/We (Name) (Block capitals, please) of (Address) being the holder(s) of (see Note 1) shares of HK$0.001 each in the capital of Seazen Group Limited (the “ Company ”) hereby appoint (Name) of (Address) or failing him/her (Name)

of (Address)

or failing him/her, the chairman of the meeting [(see][Note][2)] as my/our proxy to attend and vote for me/us and on my/our behalf at the annual general meeting of the Company to be held at 10:00 a.m. on Friday, 28 June 2024 at Room 1108, 11/F, Seazen Holdings Tower B, No. 5, Lane 388, Zhongjiang Road, Putuo District,instructedShanghai,to vote asPRC,indicatedand at [(see] any [Note] adjournment [3)] in respect ofthereofthe undermentionedor on any resolutionresolutions:or motion which is proposed thereat. My/Our proxy is authorized and

		Ordinary Resolutions (see Note 3)	Ordinary Resolutions (see Note 3)	Ordinary Resolutions (see Note 3)
	1.	To receive and adopt the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors (the “Directors”) and auditor for the year ended 31 December 2023.
	2.	To consider the re-election of the Directors, each as a separate resolution:
		(A) To re-elect Mr. Wang Xiaosong as non-executive Director.
		(B) To re-elect Mr. Lv Xiaoping as executive Director.
		(C) To re-elect Mr. Zhu Zengjin (who has served more than nine years) as independent non-executive Director.
		(D) To authorise the board of Directors (the “Board”) to fix the remuneration of the Directors.
	3.	To consider and approve the appointment of Ms. Wu Ke as an independent non-executive Director, and authorise the Board to fix the remuneration of the Director.
	4.	To re-appoint PricewaterhouseCoopers as auditor of the Company and authorise the Board to fix its remuneration.
	5.	(A) To give a general mandate to the Directors to allot, issue and deal with additional shares not exceeding 20% of the number of the issued shares of the Company as at the date of this resolution.
		(B) To give a general mandate to the Directors to repurchase shares not exceeding 10% of the number of the issued shares of the Company as at the date of this resolution.
		(C) To extend the authority given to the Directors pursuant to ordinary resolution no. 5(A) to issue shares by adding to the issued shares of the Company the number of shares repurchased under ordinary resolution no. 5(B).
				Special Resolution (See Note 3)
	6.	r	To approve the proposed and articles of association articles of association of th of the Company to do all estated memorandum an	amendments to the existing third amended and restated memorandum and the adoption of the fourth amended and restated memorandum and e Company and to authorise any one Director or joint company secretary things necessary to implement the adoption of the fourth amended and d articles of association of the Company.
	Date	this	day of	, 2024 Signature(s) (see Notes 4 & 5)

Notes:

1. 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).

2. A shareholder may appoint more than one proxy of his/her own choice. If such an appointment is made, strike out the words “the chairman of the meeting”, and insert the name(s) of the person(s) appointed as proxy in space provided. Any alteration made to this form of proxy must be initialled by the person who signs it.

3. 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”. Failure to tick a box will entitle your proxy to cast your vote at his/her discretion. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the meeting other than those referred to in the notice convening the meeting.

4. If the appointor is a corporation, this form must be executed under common seal or under the hand of an officer, attorney, or other person duly authorised on that behalf.

5. In the case of joint holders, the signature of any one holder will be sufficient but the names of all the joint holders should be stated. Where there are joint holders of any share of the Company, any one of such joint holders may vote at the meeting, either in person or by proxy, in respect of such share as if he/she were solely entitled thereto, but if more than one of such joint holders be present at the 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 holders, and for this purpose seniority shall be determined as that one of the said persons so present whose name stands first on the register of members of the Company in respect of such share shall alone be entitled to vote in respect thereof.

6. To be valid, this form of proxy must be completed, signed and deposited at the Hong Kong branch share registrar and transfer office of the Company, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, together with the power of attorney or other authority (if any) under which it is signed (or a notarially certified copy thereof), not less than 48 hours before the time for holding the meeting (i.e. before 10:00 a.m. on Wednesday, 26 June 2024). The completion and return of the form of proxy shall not preclude shareholders of the Company from attending and voting in person at the above meeting (or any adjourned meeting thereof) if they so wish.

7. A proxy need not be a shareholder of the Company.