ShiFang Holding Limited — Proxy Solicitation & Information Statement 2022

Oct 11, 2022

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SHIFANG HOLDING LIMITED ��������

(incorporated in the Cayman Islands and re-domiciled and continued in Bermuda with limited liability)

(Stock code: 1831)

Form of proxy for use at the Special General Meeting or any adjournment thereof

I/We[(Note][1)]

of

being the registered holder(s) of

share(s)[(Note][2)]

of HK$0.01 each (the ‘‘Share’’) in the existing issued share capital of SHIFANG HOLDING LIMITED (the ‘‘Company’’), hereby appoint the chairman of the special general meeting of the Company (the ‘‘Meeting’’), or failing him/her[(Note][3)] of

as my/our proxy to attend and vote for me/us and on my/our behalf at the Meeting to be held at 6/F, Hua Fu Mansion, No. 121 Gutian Road, Gulou District, Fuzhou, Fujian Province, the PRC on Friday, 4 November 2022 at 11:00 a.m. (or at any adjournment thereof), in respect of the resolutions set out in the notice convening the Meeting (the ‘‘Notice’’) as hereunder indicated, and if no such indication is given, as my/our proxy thinks fit.

	ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	For (Note 4)	Against (Note 4)
	1.	To approve the increase in the authorised share capital of the Company from HK$1,000,000,000 divided into 100,000,000,000 ordinary shares to HK$1,100,000,000, by the creation of additional 10,000,000,000 Non-voting CPS (as defined in the Notice) of HK$0.01 each
	2.	To approve, confirm and ratify the Loan Capitalisation Agreement (as defined in the Notice), as supplemented by the Supplemental Agreement (as defined in the Notice), and the transactions contemplated thereunder, including the specific mandate to issue and allot 383,636,331 new Non-voting CPS by way of Loan Capitalisation (as defined in the Notice)

Date: Signed:[(Note][6)]

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS. The names of all joint registered holders should be stated.

2. Please insert the number of Shares registered in your name(s) to which this form of proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all the Shares in the existing issued share capital of the Company registered in your name(s).

3. If any proxy other than the chairman of the Meeting is preferred, delete ‘‘the chairman of the special general meeting of the Company (‘‘Meeting’’), or failing him/her’’ and insert the name and address of the desired proxy in the space provided. (ANY ALTERATION MADE TO THIS PROXY FORM MUST BE INITIALED BY THE PERSON WHO SIGNS IT.)

4. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, TICK THE APPROPRIATE 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 or abstain at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the Meeting other than those referred to in the notice convening the Meeting.

5. The full text of the resolutions appears in the notice of special general meeting contained in the circular to the shareholders of the Company dated 12 October 2022.

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 be either 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, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint registered 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, the first named being the senior.

8. In order 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 notarially certified copy of such power of attorney or authority, must be deposited at the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than 48 hours before the time fixed for holding the Meeting or any adjournment thereof.

9. The proxy need not be a member of the Company but must attend the Meeting in person to represent you.

10. Completion and return of this form of proxy will not preclude you from attending and voting in person at the Meeting if you so wish, in which case this form of proxy shall be deemed to be revoked.

11. The register of members of the Company will be closed from Tuesday, 1 November 2022 to Friday, 4 November 2022 (both days inclusive) for the purpose of determining the eligibility of the shareholders of the Company to attend and vote at the Meeting. During the closure of the register of members of the Company, no transfer of Shares will be effected. In order to be eligible to attend and vote at the Meeting (or at any adjournment thereof), all transfer documents accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong for registration no later than 4:30 p.m. on Monday, 31 October 2022.

12. To ensure the health and safety of the attendees at the Meeting, the Company intends to implement precautionary measures at the Meeting including: (a) compulsory temperature checks at the entrance of the venue of the Meeting (the ‘‘Venue’’); (b) attendees are required to bring their own surgical masks and those who had high temperature or not wearing surgical masks might be denied access to the Venue; (c) no corporate gift, refreshments or drinks will be provided at the Meeting; and (d) depending on circumstances, separate rooms connected by instant electronic conference facilities may be arranged at the Venue to limit the number of attendees at each room.

PERSONAL INFORMATION COLLECTION STATEMENT

Your supply of your and your proxy’s (or proxies’) name(s) and address(es) is on a voluntary basis for the purpose of processing your request for the appointment of a proxy (or proxies) and your voting instructions for the Meeting (the ‘‘Purposes’’). We may transfer your and your proxy’s (or proxies’) name(s) and 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 and any such request should be in writing by mail to the Company/Tricor Investor Services Limited at the above address.