Shui On Land Limited — Proxy Solicitation & Information Statement 2019

May 16, 2019

==> picture [193 x 98] intentionally omitted <==

Number of shares to which this form of proxy relates [(Note][1)]

FORM OF PROXY FOR THE EXTRAORDINARY GENERAL MEETING OF NATURAL BEAUTY BIO-TECHNOLOGY LIMITED TO BE HELD AT 11:00 A.M. ON MONDAY, 3 JUNE 2019 (OR AT ANY ADJOURNMENT THEREOF)

==> picture [582 x 516] intentionally omitted <==

----- Start of picture text -----

I/We [(Note] [2)]
of
being the registered holder(s) of shares in the issued share capital of Natural Beauty Bio-Technology Limited (the “ Company ”) hereby appoint the Chairman of the meeting [(Note] [3)]
or
ofas my/our proxy to attend, act and vote for me/us and on my/our behalf as directed below at the extraordinary general meeting (the “ EGM ”) of the Company to be held at Room
2, United Conference Centre, 10/F, United Centre, 95 Queensway, Admiralty, Hong Kong on Monday, 3 June 2019 at 11:00 a.m. (and at any adjournment thereof).
Please tick (“�”) the appropriate boxes to indicate how you wish your vote(s) to be cast [(Note] [4)] .
ORDINARY RESOLUTIONS FOR AGAINST
1. (a) To approve the New ET New Media Cooperation Agreement dated 16 April 2019 (as defined in the circular of the Company dated 17 May 2019)
(the “Circular”) and the transactions contemplated thereunder (including the annual cap) for the term from 1 June 2019 to 31 May 2022; and
(b) to authorise any one director of the Company or any two directors of the Company, or any one director and the secretary (as defined in the articles
of association of the Company) of the Company, if the affixation of the common seal is necessary, for and on behalf of the Company to do all
such things and exercise all powers which he/they consider(s) necessary, desirable or expedient in connection with the New ET New Media
Cooperation Agreement, and otherwise in connection with the implementation of the transactions, contemplated thereunder, including, without
limitation, the execution, amendment, supplement, delivery, waiver, submission and implementation of any further agreements, deeds or other
documents.
2. (a) To approve the New Eastern Health Procurement Agreement dated 16 April 2019 (as defined in the Circular) and the transactions contemplated
thereunder (including the annual cap) for the term from 1 June 2019 to 31 May 2022; and
(b) To authorise any one director of the Company or any two directors of the Company, or any one director and the secretary (as defined in the
articles of association of the Company) of the Company, if the affixation of the common seal is necessary for and on behalf of the Company
to do all such things and exercise all powers which he/they consider(s) necessary, desirable or expedient in connection with the New Eastern
Health Procurement Agreement, and otherwise in connection with the implementation of the transactions, contemplated thereunder, including,
without limitation, the execution, amendment, supplement, delivery, waiver, submission and implementation of any further agreements, deeds
or other documents.
3. (a) To approve the New Eastern Home Consignment Agreement dated 16 April 2019 (as defined in the Circular) and the transactions contemplated
thereunder (including the annual cap) for the term from 1 June 2019 to 31 May 2022; and
(b) to authorise any one director of the Company or any two directors of the Company, or any one director and the secretary (as defined in the articles
of association of the Company) of the Company, if the affixation of the common seal is necessary, for and on behalf of the Company to do all
such things and exercise all powers which he/they consider(s) necessary, desirable or expedient in connection with the New Eastern Home
Consignment Agreement, and otherwise in connection with the implementation of the transactions, contemplated thereunder, including, without
limitation, the execution, amendment, supplement, delivery, waiver, submission and implementation of any further agreements, deeds or other
documents.
4. (a) To approve the New Strawberry Service Agreement dated 16 April 2019 (as defined in the Circular) and the transactions contemplated thereunder
(including the annual cap) for the term from 1 June 2019 to 31 May 2022; and
(b) to authorise any one director of the Company or any two directors of the Company, or any one director and the secretary (as defined in the articles
of association of the Company) of the Company, if the affixation of the common seal is necessary, for and on behalf of the Company to do all
such things and exercise all powers which he/they consider(s) necessary, desirable or expedient in connection with the New Strawberry Service
Agreement, and otherwise in connection with the implementation of the transactions, contemplated thereunder, including, without limitation, the
execution, amendment, supplement, delivery, waiver, submission and implementation of any further agreements, deeds or other documents.
5. (a) To approve the New Eastern Tenmax Procurement Agreement dated 16 April 2019 (as defined in the Circular) and the transactions contemplated
thereunder (including the annual cap) for the term from 1 June 2019 to 31 May 2022; and
(b) to authorise any one director of the Company or any two directors of the Company, or any one director and the secretary (as defined in the articles
of association of the Company) of the Company, if the affixation of the common seal is necessary, for and on behalf of the Company to do all
such things and exercise all powers which he/they consider(s) necessary, desirable or expedient in connection with the New Eastern Tenmax
Procurement Agreement, and otherwise in connection with the implementation of the transactions, contemplated thereunder, including, without
limitation, the execution, amendment, supplement, delivery, waiver, submission and implementation of any further agreements, deeds or other
documents.
6. (a) To approve the Eastern Home Trademark Licence Agreement dated 16 April 2019 (as defined in the Circular) and the transactions contemplated
thereunder (including the annual cap) for the term from 1 June 2019 to 31 May 2022; and
(b) to authorise any one director of the Company or any two directors of the Company, or any one director and the secretary (as defined in the articles
of association of the Company) of the Company, if the affixation of the common seal is necessary, for and on behalf of the Company to do all
such things and exercise all powers which he/they consider(s) necessary, desirable or expedient in connection with the Eastern Home Trademark
Licence Agreement, and otherwise in connection with the implementation of the transactions, contemplated thereunder, including, without
limitation, the execution, amendment, supplement, delivery, waiver, submission and implementation of any further agreements, deeds or other
documents.
Note: For full text of the above resolutions, please refer to the notice of EGM dated 17 May 2019.
Date: 2019 Signature [(note] [5)]
Notes:
1. Please insert the number of shares 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 of the Company registered in your
name(s). If more than one proxy is appointed, the number of shares in respect of which each such proxy so appointed must be specified.
2. Full name(s) and address(es) to be inserted in BLOCK CAPITALS .
3. If any proxy other than the Chairman of the meeting is preferred, please strike out the words “the Chairman of the meeting” and insert the name and address of the proxy desired in the space
provided. Any shareholder of the Company entitled to attend and vote at the EGM is entitled to appoint a proxy/more than one proxy to attend and on a poll, vote instead of him. A proxy need
not be a shareholder of the Company. Every shareholder present in person or by proxy shall be entitled to one vote for each share held by him.
4. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, PLEASE TICK (“ � ”) THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST A RESOLUTION, PLEASE
TICK (“ � ”) THE BOX MARKED “AGAINST”. If no direction is given, your proxy will vote or abstain at his discretion. Your proxy will also be entitled to vote at his discretion on any
resolution properly put to the EGM other than those referred to in the notice convening the EGM.
5. This form of proxy must be signed by you or your attorney duly authorized in writing. In case of a corporation, the same must be either under its common seal or under the hand of an officer
or attorney so authorized. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.
6. In case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of votes of the other joint holder(s) and for this purpose
seniority will be determined by the order in which the names stand in the Register of Members of the Company.
7. 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 thereof, must be deposited at the
Company’s branch share registrar in Hong Kong, Hong Kong Registrars Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before
the time appointed for the EGM (i.e. not later than 11:00 a.m. on Saturday, 1 June 2019).
8. Completion and delivery of the form of proxy will not preclude you from attending and voting at the EGM if you so wish.
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 EGM (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 authorised 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 either
of the following means:
By mail to: Personal Data Privacy Officer
Hong Kong Registrars Limited
17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong
By email to: hkinfo@computershare.com.hk
----- End of picture text -----