Sheng Yuan Holdings Limited — Proxy Solicitation & Information Statement 2021

Apr 29, 2021

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(incorporated in Bermuda with limited liability)

(Stock Code: 851)

PROXY FORM

Form of proxy for use at the annual general meeting to be held at Meeting Room, 26/F, 238 Des Voeux Road Central, Sheung Wan, Hong Kong at 10:00 a.m. on Tuesday, 1 June 2021 (and at any adjournment thereof)

I/We(1) of being the registered holder(s) of(2) shares of HK$0.05 each in the share capital of Sheng Yuan Holdings Limited (the ‘‘Company’’), HEREBY APPOINT(3) of or, failing him, the chairman of the Meeting, to act for me/us as my/our proxy to attend the annual general meeting (the ‘‘Meeting’’) of the Company to be held at Meeting Room, 26/F, 238 Des Voeux Road Central, Sheung Wan, Hong Kong at 10:00 a.m. on Tuesday, 1 June 2021 (and at any adjournment thereof). I/We hereby direct my/our proxy to vote for me/us and on my/our behalf in respect of such resolutions as set out in the notice convening the Meeting as indicated here below or, if no such indication is given, as my/our proxy thinks fit.	I/We(1) of being the registered holder(s) of(2) shares of HK$0.05 each in the share capital of Sheng Yuan Holdings Limited (the ‘‘Company’’), HEREBY APPOINT(3) of or, failing him, the chairman of the Meeting, to act for me/us as my/our proxy to attend the annual general meeting (the ‘‘Meeting’’) of the Company to be held at Meeting Room, 26/F, 238 Des Voeux Road Central, Sheung Wan, Hong Kong at 10:00 a.m. on Tuesday, 1 June 2021 (and at any adjournment thereof). I/We hereby direct my/our proxy to vote for me/us and on my/our behalf in respect of such resolutions as set out in the notice convening the Meeting as indicated here below or, if no such indication is given, as my/our proxy thinks fit.	I/We(1) of being the registered holder(s) of(2) shares of HK$0.05 each in the share capital of Sheng Yuan Holdings Limited (the ‘‘Company’’), HEREBY APPOINT(3) of or, failing him, the chairman of the Meeting, to act for me/us as my/our proxy to attend the annual general meeting (the ‘‘Meeting’’) of the Company to be held at Meeting Room, 26/F, 238 Des Voeux Road Central, Sheung Wan, Hong Kong at 10:00 a.m. on Tuesday, 1 June 2021 (and at any adjournment thereof). I/We hereby direct my/our proxy to vote for me/us and on my/our behalf in respect of such resolutions as set out in the notice convening the Meeting as indicated here below or, if no such indication is given, as my/our proxy thinks fit.	I/We(1) of being the registered holder(s) of(2) shares of HK$0.05 each in the share capital of Sheng Yuan Holdings Limited (the ‘‘Company’’), HEREBY APPOINT(3) of or, failing him, the chairman of the Meeting, to act for me/us as my/our proxy to attend the annual general meeting (the ‘‘Meeting’’) of the Company to be held at Meeting Room, 26/F, 238 Des Voeux Road Central, Sheung Wan, Hong Kong at 10:00 a.m. on Tuesday, 1 June 2021 (and at any adjournment thereof). I/We hereby direct my/our proxy to vote for me/us and on my/our behalf in respect of such resolutions as set out in the notice convening the Meeting as indicated here below or, if no such indication is given, as my/our proxy thinks fit.
RESOLUTIONS(4)		FOR(5)	AGAINST(5)
1.	To receive and consider the financial statements and the reports of the directors and auditor for the year ended 31 December 2020
2.	To consider and approve, each as a separate resolution, if thought fit, the following resolutions:
	(a) To re-elect Mr. Liu Yang as an executive director of the Company;
	(b) To re-elect Mr. Zhou Quan as an executive director of the Company;
	(c) To re-elect Mr. Zhao Yun as an executive director of the Company;
	(d) To re-elect Ms. Wen Han Qiuzi as an independent non-executive director of the Company;
	(e) To re-elect Ms. Huang Qin as an independent non-executive director of the Company;
	(f) To authorize the board of directors of the Company to fix their remuneration;
3.	To re-appoint BDO Limited as the Company’s auditor and to authorise the board of directors to fix their remuneration
4.	(a) To pass the Ordinary Resolution No.4(1) set out in the notice of the Meeting
	(b) To pass the Ordinary Resolution No.4(2) set out in the notice of the Meeting
	(c) To pass the Ordinary Resolution No.4(3) set out in the notice of the Meeting

• Date this day of 2021 Signature(s): Notes: 1. Please insert your full name and address in BLOCK CAPITAL LETTERS in the space provided. 2. Please insert the number of ordinary shares to which this proxy form relates in the space provided. If a number is inserted, this proxy form will be deemed to relate only to those shares. If none, this proxy form will be deemed to relate to all ordinary shares registered in your name (whether alone or jointly with others).

• 1. If any proxy other than the chairman of the Meeting is preferred, strike out ‘‘the chairman of the Meeting or’’ and insert the name and address of the proxy desired in BLOCK CAPITAL LETTERS in the space provided. The proxy need not be a shareholder of the Company. If a proxy is attending the Meeting on your behalf, such proxy shall produce his/her own identity paper.

• The full text of these resolutions appears in the notice of the Meeting dated 30 April 2021.

• Ifmarkedyou wish‘‘Againstto vote’’. Iffornoaindicationresolution,isplacegiven,a thetickproxy‘‘✓’’ willin thevotecolumnor abstainmarkedat his/her‘‘For’’.discretion.If you wish to vote against a resolution, place a tick ‘‘✓’’ in the column

• Corporations must execute this proxy form under common seal or (under the hand of) an attorney or a duly authorised officer. If a legal representative is appointed to attend the Meeting, such legal representative shall produce his/her own identity paper and a certified true copy of the resolution of the board of directors or other governing body of the corporation appointing the legal representative.

• mustIn orderbe tolodgedbe valid,with thisthe proxyCompanyform’s togetherbranch registrarwith anyinpowerHongofKong,attorneyTricoror otherTengisauthorityLimitedunderat Levelwhich54,itHopewellis signed Centre,or a certified183 Queencopy’sofRoadsuch East,powerHongof attorneyKong, not less than 48 hours before the time appointed for holding the Meeting or any adjournment thereof (as the case may be).

• Completion and return of this proxy form shall not preclude you from attending and voting in person at the Meeting should you so wish. If you attend and vote at the Meeting, the authority of your proxy will be deemed to be revoked.

• In the case of joint holders, the vote of the senior who tenders a vote, whether present in person or by proxy, will be accepted to the exclusion of the vote(s) of other joint holder(s), and for this purpose seniority shall be determined by the order in which the names stand in the register of members in respect of the joint holding.

PERSONAL INFORMATION COLLECTION STATEMENT

proxyYour supply(or proxies)of yourandandyouryourvotingproxy’sinstructions(or proxiesfor’) name(s)the Meetingand address(es)of the Companyis on a (voluntary‘‘Purposesbasis’’). Wefor themaypurposetransferofyourprocessingand youryourproxyrequest’s (orforproxiesthe appointment’) name(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 Purposesand your proxyand to’ssuch(or proxiesparties’)whoname(s)are authorisedand address(es)by lawwillto requestbe retainedthe forinformationsuch periodor areas mayotherwisebe necessaryrelevanttoforfulfilthethePurposesPurposes.andRequestneed to forreceiveaccessthetoinformation.and/or correctionYour of the relevant personal data can be made in accordance with the provisions of the Personal Data (Privacy) Ordinance and any such request should be in writing by mail to the Company/Tricor Tengis Limited at the above address.