Xinji Shaxi Group Co., Ltd — Proxy Solicitation & Information Statement 2022

May 12, 2022

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(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 3603)

FORM OF PROXY FOR THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON WEDNESDAY, 8 JUNE 2022

I/We, [(Note 1)]

of

being the registered holder(s) of[(Note 2)] capital of Xinji Shaxi Group Co., Ltd (the “ Company ”), HEREBY APPOINT, of

ordinary shares of HK$0.01 each in the share

or failing him/or her, the chairman of the extraordinary general meeting (the “ Meeting ”) [(Note 3)] as my/our proxy to attend and act for me/us and on my/our behalf at the Meeting to be held at the Conference Room, 2nd Floor, Xinjicheng Club, No. 250, Intersection of Nanda Road, Panyu District, Guangzhou, PRC on Wednesday, 8 June 2022 at 10:00 a.m. (and at any adjournment thereof) for the purpose of considering and, if thought fit, passing the resolutions as set out in the notice convening the Meeting and at the Meeting (and at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of such resolutions as hereunder indicated, or, if no such indication is given, as my/our proxy thinks fit. My/our proxy will also be entitled to vote on any matter properly put to the Meeting in such manner as he/she thinks fit. Capitalised terms used in this form of proxy shall have the same meaning as those defined in the circular of the Company dated 13 May 2022 unless content requires otherwise.

	ORDINARY RESOLUTIONS	For (Note 4)	Against (Note 4)
1.	To approve, confirm and ratify the Share Transfer Agreement I and the transactions
	contemplated thereunder.
2.	To approve, confirm and ratify the Share Transfer Agreement II and the transactions
	contemplated thereunder.

	ORDINARY RESOLUTIONS	For (Note 4)	Against (Note 4)
1.	To approve, confirm and ratify the Share Transfer Agreement I and the transactions
	contemplated thereunder.
2.	To approve, confirm and ratify the Share Transfer Agreement II and the transactions
	contemplated thereunder.

Dated this day of 2022 Signature(s) [(Note 5)]

Notes:

1. Full name(s) and address(es) must be inserted in BLOCK CAPITALS . The names of all joint registered holders should be stated.

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

3. If any proxy other than the chairman of the Meeting is preferred, strike out “ 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 INITIALED BY THE PERSON WHO SIGNS IT. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE MEETING WILL ACT AS PROXY .

4. IMPORTANT : If you wish to vote for a resolution, tick in the box marked “For”. If you wish to vote against a resolution, tick in the box marked “Against”. If no direction is given, your proxy may vote or abstain as he/she thinks fit. 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.

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 executed under its common seal or under the hand of an officer, attorney or other person duly authorised to sign the same.

6. Any member of the Company entitled to attend and vote at the Meeting shall be entitled to appoint another person as his/her proxy to attend and vote instead of him/her. A member 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 of shares in respect of which each such proxy is so appointed. A proxy need not be a member of the Company. On a poll, votes may be given either personally or by proxy.

7. The proxy form and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power of attorney or other authority shall be lodged with the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong not later than 10:00 a.m. (Hong Kong Time) on Monday, 6 June 2022 (being not less than 48 hours before the time of the EGM) or any adjournment thereof (as the case may be).

8. No instrument appointing a proxy shall be valid after expiration of 12 months from the date named in it as the date of its execution, except at an adjourned meeting or on a poll demanded at the Meeting or any adjournment thereof in cases where the Meeting was originally held within 12 months from such date.

9. In case of joint registered holders of any share in the Company, any one of such persons may vote at the Meeting, either personally or by proxy, in respect of such share as if he were solely entitled thereto; but if more than one of such joint holders be present at the Meeting personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such share shall alone be entitled to vote in respect thereof.

10. Completion and return of the form of proxy will not preclude Shareholders from attending and voting in person at the Meeting or any adjournment thereof if they so wish. In such event, the instrument appointing a proxy should be deemed to be revoked.

11. On a poll, every member of the Company present in person or by proxy or, in the case of a member of the Company being a corporation, by its duly authorized representative, shall have one vote for every fully paid share of which he/she is the holder.