Shing Chi Holdings Limited — Proxy Solicitation & Information Statement 2024

Jul 11, 2024

RI YING HOLDINGS LIMITED 日贏控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1741)

FORM OF PROXY FOR USE AT THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON 1 AUGUST 2024 (OR ANY ADJOURNMENT THEREOF)

I/We [(note][1)]

of

being the registered holder(s) of [(note][2)] ordinary share(s) of HK$0.01 each in the capital of Ri Ying Holdings Limited (the “ Company ”), hereby appoint the chairman of the extraordinary general meeting of the Company, or [(note][3)] of

ordinary share(s) of HK$0.01

of

as

my/our proxy to attend and vote for me/us and on my/our behalf at the extraordinary general meeting of the Company (the ” EGM ”) to be held at 6/F., Kai Tak Commercial Building, Nos. 317-319 Des Voeux Road Central, Sheung Wan, Hong Kong on 1 August 2024, Thursday at 11:00 a.m. and at any adjournment thereof for the purpose of considering and, if thought fit, passing the resolutions as set out in the notice convening the EGM as indicated below or if no such indication is given, as my/our proxy thinks fit and in respect of any other business that may properly come before the EGM and/or at any adjournment thereof:

					ORDINARY RESOLUTION (note 4)		FOR (note 5)	AGAINST _(note _	5)
		1.	Mr. Sun Wei be and is hereby removed as a director of the Company (the “Directors”) and cease
			to	hold all position in the Company pursuant to article 114 of the articles of association of the
			Company with immediate effect upon the passing of this resolution.
					SPECIAL RESOLUTIONS (note 4)		FOR (note 5)	AGAINST _(note _	5)
		2.	Subject to the approval of the Registrar of Companies in the Cayman Islands, the English name of
			the		Company be changed from “Ri Ying Holdings Limited” to “Shing Chi Holdings Limited” and
			the		dual foreign name in Chinese of the Company be changed from “日贏控股有限公司” to “成志控
			股有限公司” (the “Proposed Change of Company Name”); and any one Director			or the company
			secretary of the Company be and is hereby authorised to do all such acts and things, arrange for
			the		requisite filings in the Cayman Islands and Hong Kong, and execute and deliver all such
			documents as he/she consider necessary, desirable or expedient for the purpose of			giving effect to
			the		Proposed Change of Company Name.
		3.	Subject to the Proposed Change of Company Name becoming effective:
			(a)		the existing second amended and restated memorandum of association and articles of
					association of the Company (the “Second Amended and Restated Memorandum and
					Articles”) be amended by replacing all references to “Ri Ying Holdings Limited” with “Shing
					Chi Holdings Limited and all references to “日贏控股有限公司” with “成志控股有限公司” to
					reflect the Proposed Change of Company Name;
			(b)		the third amended and restated memorandum and articles of association of the Company (the
					“Third Amended and Restated Memorandum and Articles”) in the form produced to the
					meeting, a copy of which has been produced to the meeting marked “A” and for identification
					purpose signed by the chairman of the meeting, be and is hereby approved and adopted as the
					memorandum and articles of association of the Company in substitution	for and to the
					exclusion of the Second Amended and Restated Memorandum and Articles; and
			(c)		any one director of the Company or the company secretary of the Company be and is hereby
					authorised to do all things necessary to implement the proposed amendments and the proposed
					adoption of the Third Amended and Restated Memorandum and Articles and to make relevant
					registrations and filings in accordance with the relevant requirements of the applicable laws,
					rules and regulations in the Cayman Islands and Hong Kong.
	Dated		this		day of2024Signature (note 6):

Notes:

1. Full name(s) and address(es) must be inserted in BLOCK CAPITALS .

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

3. If any proxy other than the chairman is preferred, please strike out “the chairman of the extraordinary general meeting of the Company, or” and insert the name and address of the proxy desired in the space provided. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON(S) WHO SIGN(S) IT.

4. The description of these resolutions is by way of summary only. The full text appears in the notice convening the EGM.

5. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION(S), TICK THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST THE RESOLUTION(S), TICK THE BOX MARKED “AGAINST”. Failure to tick either box will entitle your proxy to cast your vote or abstain at his discretion. Your proxy will also been titled to vote or abstain at his discretion on any resolution properly put to the EGM and/or at any adjournment thereof other than those referred to in the notice convening the EGM.

6. This form of proxy shall be in writing under the hand of appointor or of his attorney duly authorised in writing or, if the appointor is a corporation, either under its seal or under the hand of an officer, attorney or other person authorised to sign the same. In the case of this form of proxy purporting to be signed on behalf of a corporation by an officer thereof it shall be assumed, unless the contrary appears, that such officer was duly authorised to sign this form on behalf of the corporation without further evidence of the fact.

7. Any member entitled to attend and vote at the meeting of the Company is entitled to appoint another person as his proxy to attend and vote instead of him. A member may appoint a proxy in respect of part only of his holding of shares in the Company. A proxy needs not be a member of the Company.

8. This form of proxy and (if required by the board of directors of the Company) the power of attorney or other authority (if any) under which it is signed, or a certified copy of such power or authority, shall be delivered to the office of the Hong Kong branch share registrar and transfer office of the Company, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than forty-eight (48) hours before the time appointed for holding the meeting or adjourned meeting at which the person named in this form proposes to vote or, in the case of a poll taken subsequently to the date of the meeting or adjourned meeting, not less than forth-eight (48) hours before the time appointed for the taking of the poll and in default this form of proxy shall not be treated as valid.

9. Delivery of this form of proxy shall not preclude a member from attending and voting in person at the meeting convened and in such event, this form of proxy shall be deemed to be revoked.

10. Where there are joint holders of any share any one of such joint holders may vote, either in person or by proxy, in respect of such share as if he 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, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.

11. The notice of the EGM is set out in the Company’s circular dated 11 July 2024.

PERSONAL INFORMATION COLLECTION STATEMENT

Yourand yoursupplyvotingof yourinstructionsand yourforproxy’sthe EGM(or ofproxies’)the Companyname(s)(theand“ Purposes address(es)”). isWeonmaya voluntarytransfer yourbasisandfor yourthe purposeproxy’sof(orprocessingproxies’) name(s)your requestand address(es)for the appointmentto our agent,of a contractor,proxy (or proxies)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 Tricor Investor Services Limited at the above address.