Ximei Resources Holding Limited — Proxy Solicitation & Information Statement 2020

Apr 20, 2020

Ximei Resources Holding Limited 稀 美 資 源 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 9936)

PROXY FORM FOR THE ANNUAL GENERAL MEETING TO BE HELD ON 29 MAY 2020 (or at any adjournment thereof)

I/We, of (Note 1) being the registered holder(s) of (Note 2) shares of HK$0.01 each in the capital of Ximei Resources Holding Limited (the ‘‘Company’’), hereby appoint the Chairman of the annual general meeting (the ‘‘AGM’’) of the Company or (Note 3) of as my/our proxy(ies) to attend and act for me/us at AGM to be held at the head office conference room, 19th Floor, Building A3, Poly Tai To Wun, No. 290, East Hanxi Avenue, Panyu District, Guangzhou City, Guangdong Province, the PRC on Friday, 29 May 2020 at 11:00 a.m. and at any adjournment thereof and to vote on my/our behalf as directed below.

a.m. and at any adjournment thereof and to vote on my/our behalf as directed below.	a.m. and at any adjournment thereof and to vote on my/our behalf as directed below.	a.m. and at any adjournment thereof and to vote on my/our behalf as directed below.	a.m. and at any adjournment thereof and to vote on my/our behalf as directed below.
ORDINARY RESOLUTIONS (Note 4)				For (Note 5)		Against (Note 5)
1	To consider and approve the audited consolidated financial statements of the Group andthe reports of the directors (the ‘‘Directors’’) of the Company and auditor of theCompany for the year ended 31 December 2019.
2	To re-elect Mr. Wu Lijue as an executive Director of the Company and to authorise theboard (the ‘‘Board’’) of Directors of the Company to fix his remuneration.
3	To re-elect Ms. Wu Shandan as an executive Director of the Company and to authorisethe Board to fix her remuneration.
4	To re-elect Mr. Zeng Min as a non-executive Director of the Company and to authorisethe Board to fix his remuneration.
5	To re-elect Mr. Lau Kwok Fai Patrick as an independent non-executive Director of theCompany and to authorise the Board to fix his remuneration.
6	To re-elect Mr. Zhong Hui as an independent non-executive Director of the Companyand to authorise the Board to fix his remuneration.
7	To re-elect Yin Fusheng as an independent non-executive Director of the Company andto authorise the Board to fix his remuneration.
8	To re-appoint Ernst & Young as the auditor of the Company to hold office until theconclusion of the next annual general meeting, and to authorise the Board to fix theirremuneration.
9	To grant a general mandate to the Directors to allot, issue and deal with additionalShares of the Company not exceeding 20% of the issued share capital of the Company.
10	To grant a general mandate to the Directors to repurchase the Company’s Shares notexceeding 10% of the issued share capital of the Company.
11	To extend the general mandate granted to the Directors to allot, issue and deal withadditional Sharesof the Company by the number of Shares repurchased by theCompany.
Dated this date		of	2020Signature(s) (Note 6)

Notes:

1. Full name(s) (in Chinese or English) and address(es) (as shown in the register of members) are to be inserted in BLOCK CAPITALS.

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

3. Please insert the name and address of the proxy desired. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE AGM WILL ACT AS YOUR PROXY.

4. The full text of these resolutions is set out in the notice of the AGM which is sent to the shareholders of the Company together with this form of proxy.

5. Ifboxesyou markedwish to ‘‘voteAGAINSTfor any’’of. Ifthethisresolutionsform of setproxyoutreturnedabove, pleaseis dulyTICKsigned(‘‘✓but’’) withoutin the boxesspecificmarkeddirection‘‘FORon’’. anyIf youof wishthe proposedto vote againstresolutions,any ofthetheproxyresolutions,will votepleaseor abstaintick (‘‘✓at’’)his/herin the 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 of the AGM.

6. To183depositedbeQueenvalid,at’s theRoadthisofficesformEast,ofofWanchai,proxythe CompanytogetherHong ’Kongs withbranchnota powershareless thanregistrarof attorney48 hoursin HongorbeforeotherKong,theauthority,timeComputershareappointedif any, underforHongholdingwhichKongofitInvestortheis signedAGMServices(i.e.or a notnotariallyLimitedlater thanatcertifiedShopsWednesday,1712copy–of1716,27suchMay17thpower2020Floor,ator11:00authorityHopewella.m.)mustCentre,or anybe adjournment thereof.

7. In the case of a joint holding, this form of proxy may be signed by any one joint holder, but if more than one joint holder is present at the meeting, whether in person or by proxy, then the joint holder whose name stands first on the register of members in respect of the relevant joint holding shall alone be entitled to vote in respect thereof.

8. A proxy attending the AGM on behalf of a shareholder must present this form of proxy, duly completed and signed, and the proxy’s proof of identification.

9. This form of proxy is in duplicate. One of which should be lodged in accordance with the instruction under note 6 and the other shall be presented at the AGM in accordance with the instruction under note 8.

10. Completion and return of this proxy form will not preclude a member from attending and voting in person at the AGM or any adjournment thereof and in such event, the instrument appointing a proxy shall be deemed to be revoked.

11. Any alteration made to this form of proxy should be initialed by the person who signs the form of proxy.

12. Unless the context requires otherwise, terms defined in the notice of the AGM shall bear the same meanings when used in this form of proxy.