SSY Group Limited — Proxy Solicitation & Information Statement 2019

Mar 28, 2019

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(Incorporated in the Cayman Islands with limited liability) (Stock Code: 2005)

Proxy Form for Annual General Meeting 2019

I/We, (Note 1) of being the registered holder(s) of (Note 2) share(s) (the “Share(s)”) in the capital of SSY Group Limited (the “Company”), HEREBY APPOINT (Note 3) of or failing him/her, the chairman of the meeting as my/our proxy to act for me/us at the annual general meeting (the “Meeting”) (or at any adjournment thereof) of the Company to be held at 2:00 p.m. on 8 May 2019 at Rooms 4902-03, 49th Floor, Central Plaza, 18 Harbour Road, Wanchai, Hong Kong for the purpose of considering and, if thought fit, passing with or without amendment, the resolutions set out in the notice convening the Meeting (the “Notice”) and at the Meeting (or at any adjournment thereof) to vote for me/us and in my/ourname(s) in respect of such resolutions as hereunder indicated, and, if no such indication is given, as my/our proxy thinks fit.

	ORDINARY RESOLUTIONS	FOR (Note 4)	AGAINST (Note 4)
1.	To receive and adopt the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors and of the independent auditor for theyear ended 31 December 2018.
2.	(A) To re-elect Mr.Qu Jiguangas an executive Director of the Company.
	(B) To re-elect Mr. Wang Yibing as an independent non-executive Director of the Company.
	(C) To re-elect Mr. Leung Chong Shun as an independent non-executive Director of the Company.
3.	To authorise the board of Directors of the Company (the “Directors”) to fix the Directors’ remuneration.
4.	To re-appoint KPMG as auditor of the Company and to authorise the Directors to fix its remuneration.
5.	To approve the declaration and payment of a final dividend. (Ordinary resolution 5 of the Notice)
6.	(A) To grant a general mandate to the Directors to issue new Shares. (Ordinaryresolution 6A of the Notice)
	(B) To grant a general mandate to the Directors to repurchase Shares. (Ordinaryresolution 6B of the Notice)
	(C) To extend the general mandate granted to the Directors to issue new Shares by adding the number of the Shares repurchased. (Ordinary resolution 6C of the Notice)

Dated the day of 2019 Signature(s) (Note 5)

Notes:

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

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

3. Please insert the name and address of the proxy desired in the space provided in BLOCK CAPITALS. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE MEETING WILL ACT AS YOUR PROXY . The proxy need not be a member of the Company, but must attend the Meeting in person to represent you. Completion and delivery of this form of proxy will not preclude you from attending and voting at the Meeting if you so wish.

4. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, PLEASE INDICATE WITH A TICK IN THE RELEVANT BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST A RESOLUTION, PLEASE INDICATE WITH A TICK IN THE RELEVANT BOX MARKED “AGAINST” . Failure to complete any or all of the boxes will entitle your proxy to cast your vote 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.

5. This form of proxy must be executed either under its common seal or under the hand of an officer or attorney duly authorised.

6. 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 certified copy of such power or authority, must be delivered to the Company’s branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 48 hours before the time appointed for holding the Meeting or any adjournment thereof.

7. Where there are joint holders of any Share, any one of such persons may vote at the Meeting, 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 in respect of the joint holding.

8. The full text of the resolutions to be proposed at the Meeting are set out in the Notice.

9. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.