Wenye Group Holdings Limited — Proxy Solicitation & Information Statement 2021

Apr 21, 2021

Wenye Group Holdings Limited 文業集團控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1802)

FORM OF PROXY FOR USE AT ANNUAL GENERAL MEETING

(block capitals)

I/We (Name) (block capitals) of (Address) being the holder(s) of (see Note 1) shares of HK$0.0001 each in the capital of Wenye Group Holdings Limited (the “ Company ”) hereby appoint (Name)

of (Address) or failing him/her (Name)

of (Address)

or failing him/her, the chairman of the meeting (see Note 2) as my/our proxy to attend and vote for me/us and on my/our behalf at the annual general meeting of the Company to be held at the conference room at 20/F Block E, Bao Neng Central, No. 3008 Bao’an North Road, Luohu District, Shenzhen, PRC on 2021 June 23 at 10 a.m., and at any adjournment thereof or on any resolution or motion which is proposed thereat. My/our proxy is authorised and instructed to vote as indicated (see Note 3) in respect of the undermentioned resolutions:

	Ordinary Resolutions (see Note 3)	Ordinary Resolutions (see Note 3)	Ordinary Resolutions (see Note 3)	For	Against
1.	To receive and adopt the audited consolidated financial statements of the Company and itssubsidiaries and the reports of the directors and auditor of the Company for the year ended 31December 2020.
2(a).	To re-elect Mr. Fan Shaozhou as an executive director of the Company.
2(b).	To re-elect Mr. Wan Neng as an executive director of the Company.
2(c).	To re-elect Mr. Peng Weizhou as an executive director of the Company.
2(d).	To re-elect Mr. Chen Li as a non-executive director of the Company.
2(e).	To authorise the board of directors of the Company to fix the remuneration of the directors ofthe Company.
3.	To re-appoint PricewaterhouseCoopers, Certified Public Accountants, as the auditor of theCompany until the conclusion of the next annual general meeting of the Company and authorisethe Board to fix the auditor’s remuneration.
4(A).	To give a general mandate to the directors of the Company to allot, issue and deal withadditional shares not exceeding 20% of the total number of issued shares of the Company.
4(B).	To give a general mandate to the directors of the Company to repurchase shares no10% of the total number of issued shares of the Company.		t exceeding
4(C).	To extend the authority given to the directors pursuant to ordinary resolution nissue shares by adding to the number of issued shares of the Company the numberepurchased under ordinary resolution no. 4(B).		o. 4(A) tor of shares
Dated thi	sday o	f, 2021Signature(s	)(see Note 5)

Notes:

1. Please insert the number of shares registered in your name(s); if no number is inserted, this form of proxy will be deemed to relate to all the shares in the capital of the Company registered in your name(s).

2. A member may appoint more than one proxy of his/her own choice. If such an appointment is made, strike out the words “the chairman of the meeting”, and insert the name(s) of the person(s) appointed as proxy in space provided. Any alteration made to this form of proxy must be initialled by the person who signs it.

3. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, PLEASE TICK THE BOX MARKED “For”. IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, PLEASE TICK THE BOX MARKED “Against” . Failure to tick a box will entitle your proxy to cast your vote at his/her discretion. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the meeting other than those referred to in the notice convening the meeting.

4. If the appointor is a corporation, this form must be under common seal or under the hand of an officer, attorney, or other person duly authorised on that behalf.

5. In the case of joint holders, the signature of any one holder will be sufficient but the names of all the joint holders should be stated. Where there are joint holders of any share of the Company, any one of such joint holders may vote at the meeting, either in person or by proxy, in respect of such share as if he/she 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, will be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined as that one of the said persons so present whose name stands first on the register in respect of such share shall alone be entitled to vote in respect thereof.

6. To be valid, this form of proxy must be completed, signed and deposited at the Company’s Branch Share Registrar in Hong Kong, Tricor Investor Services Limited, Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong, together with the power of attorney or other authority (if any) under which it is signed (or a notarially certified copy thereof) as soon as possible and in any event not later than 48 hours before the time for holding the meeting (i.e. 10:00 a.m. on 21 June 2021). The completion and return of the form of proxy shall not preclude the shareholders of the Company from attending and voting in person at the above meeting (or any adjourned meeting thereof) if they so wish.

7. A proxy needs not be a shareholder of the Company.

PERSONAL INFORMATION COLLECTION STATEMENT

“Personal Data” in this statement has the same meaning as “personal data” defined in the Personal Data (Privacy) Ordinance, Chapter 486 of the Laws of Hong Kong (“ PDPO ”), which include your and your proxy’s name and address. Your supply of the Personal Data is on a voluntary basis and for the purpose of processing your instructions as stated in this Proxy Form (the “ Purposes ”). If you fail to supply sufficient information, the Company may not be able to process your instructions. The Company may disclose or transfer the Personal Data to its subsidiaries, its Share Registrar and/or third party service provider who provides administrative, computer and other services to the Company 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. The Personal Data will be retained for such period as may be necessary to fulfil the Purposes (including for verification and record purposes). Request for access to and/or correction of the Personal Data can be made in accordance with the provisions of the PDPO and any such request should be in writing and sent to the Privacy Compliance Officer of Tricor Investor Services Limited at the above address.