Sundy Service Group Co. Ltd — Proxy Solicitation & Information Statement 2022

Nov 23, 2022

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Sundy Service Group Co. Ltd 宋都服務集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 9608)

PROXY FORM

Form of proxy for use at the extraordinary general meeting (the “Meeting”) to be convened at 21st Floor, Caihejiaye Building, No. 19 Xintang Road, Shangcheng District, Hangzhou City, Zhejiang Province, the PRC on Thursday, 15 December 2022 at 10:00 a.m.

I/We [(note][a)]

of
being the			registered holder(s) of				(note b) shares
of		US$0.00001 each (the “Shares”) of Sundy Service Group Co. Ltd (the “Company”) hereby appoint the					Chairman	of	the
Meeting or
of
to	act for		me/us as my/our proxy_(note c)_ at the Meeting to be held at 21st Floor, Caihejiaye Building, No. 19 Xintang Road, Shangcheng District, Hangzhou City, Zhejiang
Province, PRC on Thursday, 15 December 2022 at 10:00 a.m. and at any adjournment thereof and to vote on my/our behalf in the appropriate boxes to indicate how you wish your vote(s) to be cast on a poll_(note d)_.						as directed below. Please mark with a “�”
			ORDINARY RESOLUTIONS(note k)			FOR	AGAINST
	1.		To approve and confirm the New Property Management Agreements, namely (i)	the New Master Property Management
			Agreement; (ii) the New Zhizhonghe Master Agreement; and (iii) the New Yangguang Master Agreement (all of which as
			defined in the circular of the Company dated 24 November 2022 (the “Circular”)) and the transactions contemplated thereby
			and to authorise any one director of the Company (the “Director”) (other than Ms.	Yu Yun) to do all such acts or things and
			sign all documents deemed necessary by him/her for the purpose of giving effect to the New Property Management
			Agreements and the transactions contemplated thereunder.
	2.		To approve and confirm the proposed annual caps for the continuing connected transactions contemplated under			the New
			Property Management Agreements, namely (i) the New Master Property Management Agreement;		(ii) the New Zhizhonghe
			Master Agreement; and (iii) the New Yangguang Master Agreement (as defined in	the Circular), for the three years ending
			31 December 2025 (collectively, the “Proposed New Property Management Annual Caps”).
	3.		To authorise any one Director (or any two Directors or one Director and the secretary of the Company, in the case of
			execution of documents under seal, but other than Ms. Yu Yun) for and on behalf of the Company		to execute all such other
			documents, instruments and agreements and to do all such acts or things deemed by him/her to be incidental to, necessary
			to, ancillary to or in connection with the matters contemplated under the New	Property Management Agreements, the
			Proposed New Property Management Annual Caps, and the transactions contemplated thereunder and the implementation
			thereof including the affixing of seal thereon.
	4.		To approve and confirm the New Master Service Agreement (as defined in the Circular) and the transactions contemplated
			thereby and to authorise any one Director (other than Ms. Yu Yun) to do all such acts or things and sign all documents deemed
			necessary by him/her for the purpose of giving effect to the New Master Service Agreement and the transactions
			contemplated thereunder.
	5.		To approve and confirm the proposed annual caps for the continuing connected transactions contemplated under			the New
			Master Service Agreement for the three years ending 31 December 2025 (collectively, the “Proposed New Service Annual
			Caps”).
	6.		To authorise any one Director (or any two Directors or one Director and the secretary of the Company, in the case of
			execution of documents under seal, but other than Ms. Yu Yun) for and on behalf of the Company		to execute all such other
			documents, instruments and agreements and to do all such acts or things deemed by him/her to be incidental to, necessary
			to, ancillary to or in connection with the matters contemplated under the New Master Service Agreement, the Proposed New
			Service Annual Caps, and the transactions contemplated thereunder and the implementation thereof including the affixing of
			seal thereon.
Date		the	day of 2022

Shareholder’s signature

(note e, f, g, h, i and j)

Notes:

• a. Full name(s) and address(es) are to be inserted in BLOCK CAPITALS.

• b. Please insert the number of shares of the Company (the “Shares”) registered in your name(s). If no number is inserted, this proxy form will be deemed to relate to all the Shares in the capital of the Company registered in your name(s).

• c. A proxy need not be a shareholder of the Company. If you wish to appoint some person other than the Chairman of the Meeting as your proxy, please delete the words “the Chairman of the Meeting or” and insert the name and address of the person appointed proxy in the space provided. A shareholder of the Company who is the holder of two or more Shares may appoint more than one proxy to attend and vote on his/her behalf at the Meeting provided that if more than one proxy is so appointed, the appointment shall specify the number and class of Shares in respect of which each such proxy is so appointed. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE MEETING WILL ACT AS YOUR PROXY.

• d. If you wish to vote for any of the resolutions set out above, please tick (“�”) the box(es) marked “For”. If you wish to vote against any resolutions, please tick (“�”) the box(es) marked “Against”. If this form returned is duly signed but without specific direction on any of the proposed resolutions, the proxy will vote or abstain at his/her discretion in respect of all resolutions; or if in respect of a particular proposed resolution there is no specific direction, the proxy will, in relation to that particular proposed resolution, vote or abstain at his/her discretion. A proxy will also be entitled to vote at his/her discretion on any resolution properly put to the Meeting other than those set out in the notice convening the Meeting.

• e. All resolutions will be put to vote by way of poll at the Meeting (except those which relate purely to a procedural or administrative matter). Every shareholder of the Company present in person (in case of a shareholder being a corporation, by its duly authorised representative), or by proxy shall have one vote for every fully paid-up Share of which he/she/it is the holder. A person entitled to more than one vote on a poll need not use all his/her votes or cast all the votes he/she uses in the same way and in such cases, please state the relevant number of Shares in the appropriate box(es) above.

• f. Where there are joint registered holders of any Shares, any one of such persons may vote at the Meeting, either in person or by proxy, in respect of such Shares as if he/she was solely entitled thereto; but if more than one of such joint holders is present at the Meeting, whether in person or by proxy, that one of the joint holders whose name stands first on the register of members in respect of such Shares shall alone be entitled to vote in respect thereof.

• g. The proxy form must be signed by you, or your attorney duly authorised in writing, or if in the case of a corporation, this proxy form must be either executed under its common seal or under the hand of an officer or attorney so authorised on that corporation’s behalf.

• h. To be valid, this proxy form together with any power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power or authority must be deposited at the offices of the Company’s share registrar 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 of the Meeting (i.e. not later than 10:00 a.m. on Tuesday, 13 December 2022) or any adjourned Meeting.

• i. Any alteration made to this form should be initialled by the person who signs the form.

• j. Completion and delivery of the proxy form will not preclude you from attending and voting at the Meeting and, in such event, this proxy form shall be deemed to be revoked.

• k. The description of the resolutions in this form is by way of summary only. Please refer to the notice of the extraordinary general meeting dated 24 November 2022 for the full text of these resolutions.