Wenye Group Holdings Limited — Proxy Solicitation & Information Statement 2025

Jun 6, 2025

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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

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 Meeting to be held at the conference room at 4th Floor, Caiwuwei Development Building, No. 3083, Baoan South Road, Guiyuan Street, Luohu District, Shenzhen, the PRC on Monday, 30 June 2025 at 11:30 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		FOR	AGAINST
1.	To receive and adopt the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors and auditor of the Company for the year ended 31 December 2024
2.	(a) To re-elect Ms. Fan Shuying as an executive director of the Company.
	(b) To re-elect Mr. Chen Zhouyu as an executive director of the Company.
	(c) To re-elect Mr. Peng Jiwei as an executive director of the Company.
	(d) To re-elect Mr. Li Hongxing as a non-executive director of the Company.
	(e) To re-elect Ms. Ye Jinyu as an independent non-executive director of the Company.
	(f) To authorise the board of directors of the Company to fix the remuneration of the directors of the Company.
3(A).	To give a general mandate to the directors of the Company to allot, issue and otherwise deal with additional Shares not exceeding 20% of the total number of issued Shares of the Company.
3(B).	To give a general mandate to the directors of the Company to repurchase Shares not exceeding 10% of the total number of issued Shares of the Company.
3(C).	To extend the authority given to the directors pursuant to ordinary resolution no. 3(A) to issue shares by adding to the number of issued shares of the Company the number of shares repurchased under ordinary resolution no. 3(B).
4.	To re-appoint Beijing Xinghua Caplegend CPA Limited as the independent auditor of the Company and to authorize the directors of the Company to fix their remuneration.

The description of these resolutions is by way of summary only. The full text appears in the notice convening the Meeting.

Dated this __ day of __, 2025

Signature(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. Please insert the name and address of the proxy desired. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE MEETING WILL ACT AS YOUR PROXY. The proxy need not be a shareholder of the Company ("Shareholders") but must attend the Meeting in person to represent you. A Shareholder entitled to attend and vote at the Meeting is entitled to appoint in written form one or, if he is the holder of two or more Shares, more proxies to attend and vote instead of him. ANY ALTERNATION MADE TO THIS FORM OF PROXY MUST BE INITIALED BY THE PERSON WHO SIGNS IT.

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1. 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.

2. 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.

3. 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.

4. 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, 17/F, Far East Finance Centre, 16 Harcourt Road, 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. 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.

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.