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Shui On Land Limited Proxy Solicitation & Information Statement 2023

Aug 4, 2023

49087_rns_2023-08-03_891d4f97-f064-4238-8169-11951ef14b5b.pdf

Proxy Solicitation & Information Statement

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Natural Beauty Bio-Technology Limited 自然美生物科技有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 00157)

FORM OF PROXY FOR THE EXTRAORDINARY GENERAL MEETING OF NATURAL BEAUTY BIO-TECHNOLOGY LIMITED TO BE HELD AT 10:00 A.M. ON 23 AUGUST 2023 (OR AT ANY ADJOURNMENT THEREOF)

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

of

as 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 the Conference Room, 8/F, 368 Section 1 Fuxing South Road, Da’an District, Taipei, Taiwan on 23 August 2023 at 10:00 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. To approve, confirm and ratify the ET New Media Cooperation Agreement dated 12 May
2023 and to approve the proposed annual cap for the transactions contemplated thereunder
for the term from 1 September 2023 to 31 August 2026.
2. To approve, confirm and ratify the Eastern Home Consignment Agreement dated 12 May
2023 and to approve the proposed annual caps for the transactions contemplated thereunder
for the term from 1 September 2023 to 31 August 2026.
3. To approve, confirm and ratify the Eastern Home Franchise Agreement dated 12 May 2023
and to approve the proposed annual cap for the transactions contemplated thereunder for the
term from 1 September 2023 to 31 August 2026.
4. To approve, confirm and ratify the Eastern Global Sale Agreement dated 12 May 2023 and to
approve the proposed annual cap for the transactions contemplated thereunder for the term
from 1 September 2023 to 31 August 2026.
5. To approve, confirm and ratify the ET New Retail Consignment Agreement dated 12 May
2023 and to approve the proposed annual caps for the transactions contemplated thereunder
for the term from 1 September 2023 to 31 August 2026.
6. To approve, confirm and ratify the Strawberry Sale Agreement dated 12 May 2023 and to
approve the proposed annual cap for the transactions contemplated thereunder for the term
from 1 September 2023 to 31 August 2026.
7. To approve, confirm and ratify the Eastern Home Procurement Agreement dated 12 May
2023 and to approve the proposed annual cap for the transactions contemplated thereunder
for the term from 1 September 2023 to 31 August 2026.
8. To approve, confirm and ratify the Eastern Global Procurement Agreement dated 12 May
2023 and to approve the proposed annual cap for the transactions contemplated thereunder
for the term from 1 September 2023 to 31 August 2026.
Note: For full text of the above resolutions, please refer to the notice of EGM dated 4 August 2023.
Date: 2023 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.

  3. 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.

  4. 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.

  5. 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.

  6. 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 10:00 a.m. on 21 August 2023).

  7. 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

Youryour votingsupplyinstructionsof your and foryourtheproxy’sEGM (the(or proxies’)“ Purposes name(s)”). We andmayaddress(es)transfer youris onanda yourvoluntaryproxy’sbasis(orforproxies’)the purposename(s)of processingand address(es)your requestto our agent,for thecontractor,appointmentor thirdof a proxyparty service(or proxies)providerand 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

By email to:

17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong [email protected]