YH Entertainment Group — Proxy Solicitation & Information Statement 2023

Aug 22, 2023

YH Entertainment Group 樂華娛樂集團

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 2306)

FORM OF PROXY FOR EXTRAORDINARY GENERAL MEETING TO BE HELD ON MONDAY, SEPTEMBER 11, 2023

I/We [(Note][1)]

of

being the registered holder(s) of (Note 2) “ Company ”), HEREBY APPOINT the chairperson of the meeting or [(Note][3)] of

shares of US$0.0001 each in the capital of YH Entertainment Group (the

as my/our proxy to attend and vote for me/us and on my/our behalf at the extraordinary general meeting (or at any adjournment thereof) (the “ EGM ” or the “ Meeting ”) of the Company to be held at Room 150, Building 119, No. 27 West Dawang Road, Chaoyang District, Beijing, PRC on Monday, September 11, 2023 at 2:00 p.m. for the purpose of considering and, if thought fit, passing the following resolutions as set out in the notice convening the EGM and at the EGM (or at any adjournment thereof) to vote for me/us in my/our name(s) in respect of the said resolutions as hereunder indicated or, if no such indication is given, as my/our proxy thinks fit. Unless otherwise indicated, capitalized terms used herein shall have the same meanings as those defined in the circular of the Company dated August 22, 2023 (the “ Circular ”).

					ORDINARY RESOLUTIONS		For (Note 4)	Against (Note 4)	Against (Note 4)
		1.	(a) The	Sale	and Purchase Agreement dated July 24, 2023 and entered into among the
			Purchasers (Yuehua Limited and Tianjin Yuehua, each a wholly-owned subsidiary of
			the Company) and the Vendor in relation to the sale and purchase of the Property
			(details of the Sale and Purchase Agreement are set out in the circular of the Company
			dated August 22, 2023) and the transactions contemplated thereunder be and are
			hereby ratified, confirmed and approved; and
			(b) any	one	or more Director(s) of the Company be and is/are hereby authorized to
			implement and take all steps and do all acts and things and execute			all such documents
			(including under seal of the Company, where applicable) which he/she/they consider(s)
			necessary, desirable or expedient to give effect to the Sale and Purchase Agreement
			and	the	transactions contemplated thereunder and to agree with such variation,
			amendment or waiver as, in the opinion of the Directors, in the interests of the
			Company		and its shareholders as a whole.

Signature [(Note][5)] :

Date:

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS . The name of all joint registered holders should be stated. A member entitled to attend and vote at the Meeting is entitled to appoint a proxy or more than one proxy (for member holding two or more shares) to attend and, on a poll, vote in his/her stead. A proxy need not be a member of the Company. 2. Please insert the number of shares registered in your name(s) to which the proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all the shares of the Company registered in your name(s).

2. If any proxy other than the chairman of the meeting is preferred, strike out the words “the chairman of the meeting or” and insert the name and address of the proxy desired in the space provided. The proxy need not be a member of the Company but must attend the Meeting in person to represent you. 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 A RESOLUTION, PUT A TICK IN THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST A RESOLUTION, PUT A TICK IN THE BOX MARKED “AGAINST”. Failure to do so will entitle your proxy to vote or abstain at 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 of EGM.

4. This form of proxy must be signed by you or your attorney duly authorized in writing or, in the case of a corporation, must be either under its common seal or under the hand of an officer duly authorized.

5. In the case of joint holders the vote of a senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holder(s), and for this purpose seniority will be determined by the order in which the names stand in the register of members.

6. To be valid, this form of proxy, together with any power of attorney or other authority (if any) under which it is signed, or a notarially certified copy thereof must be deposited at the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong not less than 48 hours before the time fixed for the holding of the Meeting (i.e. not later than 2:00 p.m. on Saturday, September 9, 2023) or any adjournment thereof.

7. Completion and delivery of the form of proxy will not preclude you from attending and voting at the Meeting if you so wish.

PERSONAL INFORMATION COLLECTION STATEMENT

Yourproxies)supplyand ofyouryourvotingand instructionsyour proxy’sfor(ortheproxies’)meetingname(s)of the Companyand address(es)(the “ Purposes is on a voluntary”). We maybasistransferfor theyourpurposeand yourof processingproxy’s (oryourproxies’)requestname(s)for theandappointmentaddress(es)oftoa ourproxyagent,(or contractor, or third-party service provider who provides administrative, computer and other services to us for use in connection with the Purposes and to such parties who are authorized by law to request the information or are otherwise relevant for the Purposes and need to receive the information. Your and your proxy’s (or proxies’) name(s) and address(es) will be retained for such period as may be necessary to fulfil the Purposes. Request for access to and/or correction of the relevant personal data can be made in accordance with the provisions of the Personal Data (Privacy) Ordinance and any such request should be in writing by mail to the Company/Computershare Hong Kong Investor Services Limited at the above address.