Zhenro Properties Group Limited — AGM Information 2021

Apr 23, 2021

Zhenro Properties Group Limited 正榮地產集團有限公司

(Incorporated in the Cayman Islands with limited liability) (Stock Code: 6158)

FORM OF PROXY FOR THE ANNUAL GENERAL MEETING TO BE HELD ON 18 JUNE 2021

I/We (name) (Block capitals, please) of (Address) being the holder(s) of Group Limited (the “ Company ”) hereby appoint (Name)

(Note 1) shares of US$0.00001 each in the capital of Zhenro Properties

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 Annual General Meeting of the Company to be held at 62/F, Bank of China Tower, 1 Garden Road, Central, Hong Kong on Friday, 18 June 2021 at 11:00 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:

	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 2020.
	2.	To declare a final dividend of HK$0.15 per Share.
	3.	To re-elect Mr. Huang Xianzhi as an executive Director.
	4.	To re-elect Mr. Li Yang as an executive Director.
	5.	To re-elect Dr. LOKE Yu (alias Loke Hoi Lam) as an independent non-executive Director.
	6.	To re-elect Mr. Wang Chuanxu as an independent non-executive Director
	7.	To authorise the board of the Directors to fix the remuneration of the Directors.
	8.	To re-appoint Ernst & Young as auditors of the Company and authorise the Directors to fix their remuneration.
	9.	To grant a general mandate to the Directors to allot, issue and deal with shares of the Company not exceeding 20% of the total number of shares of the Company in issue as at the date of passing this resolution.
	10.	To grant a general mandate to the Directors to buy back shares of the Company not exceeding 10% of the total number of shares of the Company in issue as at the date of passing this resolution.
	11.	To extend the general mandate granted under resolution no. 9 by adding the shares bought back pursuant to the general mandate granted by resolution no. 10.
	Date this	day of	, 2021 Signature(s) (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. A member may appoint more than one proxy of his/her own choice. If such an appointment is made, strike out the words “the chairman of the meeting”, and insert the name(s) of the person(s) appointed as proxy in space provided. Any alteration made to this form of proxy must be initialled by the person who signs it.

3. IMPORTANT:PLEASE TICKIFTHEYOUBOXWISHMARKEDTO VOTE “ AGAINSTFOR ANY ”. Failure RESOLUTION, to tick a box PLEASE will entitle TICK your THE proxy BOX to cast MARKED your vote “FOR”. at his/her IF discretion. YOU WISH Your TO proxy VOTE will AGAINST also be entitled ANY to RESOLUTION, vote at his/her discretion on any resolution properly put to the meeting other than those referred to in the notice convening the meeting.

4. 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.

5. 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.

1. To be valid, this form of proxy must be completed, signed and 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, Wanchai, Hong Kong, together with the power of attorney or other authority (if any) under which it is signed (or a certified copy thereof), not less than 48 hours before the time for holding the meeting (i.e. 11:00 a.m. on Wednesday, 16 June 2021) or not less than 48 hours before the time for the holding of any adjournment thereof. 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.

2. A proxy need not be a shareholder of the Company.

PERSONAL INFORMATION COLLECTION STATEMENT

and your votingYour supplyinstructionsof yourforandtheyourMeetingproxy’sof the(or Companyproxies’) (thename(s)“ Purposes and address(es)”). We mayis ontransfera voluntaryyour andbasisyourforproxy’sthe purpose(or proxies’)of processingname(s)yourandrequestaddress(es)for theto appointmentour agent, contractor,of a proxyor(orthirdproxies)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.