Yadea Group Holdings Ltd. — Proxy Solicitation & Information Statement 2026

Apr 24, 2026

Yadea Group Holdings Ltd.

雅迪集團控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1585)

FORM OF PROXY FOR USE AT ANNUAL GENERAL MEETING TO BE HELD ON WEDNESDAY, 17 JUNE 2026

I/We $^{(Note1)}$ of $^{(Note1)}$ being the registered holder(s) of $^{(Note2)}$ shares of US$0.00001 each in the capital of Yadea Group Holdings Ltd. (the "Company") hereby appoint $^{(Note3)}$ of $^{(Note3)}$ or failing him/her, the chairman of the annual general meeting as my/our proxy to attend and vote for me/us and on my/our behalf at the annual general meeting to be held at 23/F, Lee Garden One, 33 Hysan Avenue, Causeway Bay, Hong Kong on Wednesday, 17 June 2026 at 10:00 a.m. (the "Annual General Meeting"), and at any adjournment thereof, for the purpose of considering and, if thought fit, passing with or without modification, the resolutions as set out in the notice of the Annual General Meeting and to vote on my/our behalf 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 matters properly put to the Annual General Meeting in such manner as he/she thinks fit.

Ordinary Resolutions (Note 4)		For (Note 5)	Against (Note 5)
1.	To receive and adopt the audited consolidated financial statements of the Company and the reports of the directors and auditors of the Company for the year ended 31 December 2025.
2.	To declare a final dividend of 53.0 HK cents per share of the Company for the year ended 31 December 2025.
3.	(A) To re-elect the following retiring directors of the Company (the “Directors”) who are standing for re-election at the Annual General Meeting:
	(i) Mr. Chen Mingyu as an independent non-executive Director;
	(ii) Ms. Ma Chenguang as an independent non-executive Director; and
	(iii) Ms. Liang Qin as an independent non-executive Director.
	(B) To authorise the board of Directors of the Company (the “Board”) to fix the remuneration of the Directors.
4.	To re-appoint Deloitte Touche Tohmatsu as auditor of the Company and to authorise the Board to fix their remuneration.
5.	(A) To give a general mandate to the Directors to allot, issue and deal with the Shares (including any sale or transfer of treasury shares out of treasury) (the “Issue Mandate”).
	(B) To give a general mandate to the Directors to repurchase the Shares.
	(C) To extend the Issue Mandate by the number of shares repurchased by the Company.

Dated this __ day of __, 2026

Signature(s) $^{(Note6)}$

Notes:

1. Full name(s) and address(es) shall be inserted in BLOCK CAPITALS. The names of all joint holders should be stated. For the avoidance of doubt and for the purpose of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, holders of treasury shares of the Company (if any) are not entitled to vote at the Annual General Meeting.
2. Please insert the number of shares 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. Full name(s) and address(es) shall be inserted in BLOCK CAPITALS. If not completed, the chairman of Annual General Meeting will act as your proxy.
4. The above description of the proposed ordinary resolutions by way of summary only. The full text appears in the notice of the Annual General Meeting.
5. 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.
6. The instrument appointing a proxy shall be in writing and shall be executed under the hand of the appointor or of his/her attorney duly authorised in writing or, if the appointor is a corporation, either under its seal or under the hand of an officer, attorney or other person duly authorised to sign the same.
7. In the case of joint holders of any share, any one of such persons may vote at the Annual General Meeting, either personally or by proxy, in respect of such share as if he/she were solely entitled thereto. However, if more than one of such joint holders be present at the Annual General Meeting personally or by proxy, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the vote(s) of the other joint holder(s) and for this purpose seniority shall be determined as 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.
8. To be valid, this form of proxy must be completed, signed and deposited at the Hong Kong share registrar of the Company, Tricor Investor Services Limited, at 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), not less than 48 hours before the time for holding the meeting. The completion and return of the form of proxy shall not preclude shareholders of the Company from attending and voting in person at the above meeting (or any adjourned meeting thereof) if they so wish, and in such event, the form of proxy shall be deemed to be revoked.
9. A proxy need not be a shareholder of the Company.