Wanjia Group Holdings Limited — Proxy Solicitation & Information Statement 2018

Sep 24, 2018

WANJIA GROUP HOLDINGS LIMITED 萬嘉集團控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 401)

FORM OF PROXY FOR EXTRAORDINARY GENERAL MEETING

I/We[1]

of

being the registered holder(s) of[2] shares of HK$0.01 each (the ‘‘Shares’’) of Wanjia Group Holdings Limited (the ‘‘Company’’) HEREBY APPOINT[3] the chairman of the meeting, or

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 to be held at Room 1902, 19th Floor, 101 King’s Road, Hong Kong on 19 October 2018 (Friday) at 3:00 p.m. (or at any adjournment thereof) in respect of the resolutions set out in the notice convening the meeting as hereunder indicated and, if no such indication is given, as my/our proxy thinks fit.

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ORDINARY RESOLUTIONS FOR [4] AGAINST [4]
1. To approve, confirm and ratify the disposal agreement dated 23 August 2018
entered into between Jing Hoi Ou Investment Limited as purchaser and Hui Hao
(HK) Group Limited as vendor in relation to the sale and purchase of
approximately 99.80% equity interest of Fujian Huihao Sihai Pharmaceutical
Chain Company Limited at a consideration of HK$49,000,000 and all the
transactions contemplated thereunder.
2. To re-elect Mr. Ho Man as an independent non-executive director of the Company.
3. To re-elect Mr. Wang Jia Jun as an executive director of the Company.
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Dated this:

day of 2018 Signature[5] :

Notes:

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

2. Please insert the number of Shares of HK$0.01 each registered in your name(s). 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 of the meeting is preferred, delete the words ‘‘the chairman of the meeting’’ and insert the name and address of the proxy desired in the space provided. Any alteration made to this form of proxy must be duly initialled by the person who signs it.

4. Please indicate with a ‘‘✓’’ in the appropriate space beside the resolution(s) how you wish the proxy to vote on your behalf. If this form is returned duly signed, but without any indication as to how your proxy should vote, the proxy may vote for or against the resolution(s) or may abstain at his discretion.

5. This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must be either under its common seal or under the hand of an officer or attorney duly authorised.

6. In the 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 the 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.

7. To be valid, this form of proxy, together with any power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power of authority must be deposited at the Company’s principal place of business in Hong Kong at Room 1902, 19th Floor, 101 King’s Road, Hong Kong by not less than 48 hours before the time appointed for the holding of the meeting or the adjourned meeting (as the case may be).

8. The proxy need not be a member of the Company but must attend the meeting in person to represent you.

9. Completion and return of this form will not preclude you from attending and voting at the meeting or any adjournment thereof 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 meeting of the Company (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 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. You/your proxy (or proxies) has/have the right to request access to and/or correction of the relevant personal data in accordance with the provisions of the Personal Data (Privacy) Ordinance and any such request should be in writing to the Company at the above address.