Zhenro Properties Group Limited — AGM Information 2023

Apr 28, 2023

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 16 JUNE 2023

I/We (name) (Block capitals, please) of (Address) being the holder(s) of (Note 1) shares of US$0.00001 each in the capital of Zhenro Properties Group Limited (the ‘‘Company’’) hereby appoint (Name) 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 Room 3201, 32/F, China Resources Building, 26 Harbour Road, Wanchai, Hong Kong on Friday, 16 June 2023 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:

	ORDINARY RESOLUTIONS		FOR(Note 3)	AGAINST(Note 3)
1.	To receive and adopt the audited consolidated financial statements of the Company and the reports of the directors of the Company (the ‘‘Directors’’) and auditors of the Company for the year ended 31 December 2022.
2.	To re-elect Mr. Liu Weiliang as an executive Director.
3.	To re-elect Dr. Loke Yu (alias Loke Hoi Lam) as an independent non-executive Director.
4.	To re-elect Mr. Xie Jun as an independent non-executive Director.
5.	To authorise the board of the Directors to fix the remuneration of the Directors.
6.	To re-appoint Ernst & Young as auditors of the Company and authorise the Directors to fix their remuneration.
7.	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.
8.	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.
9.	To extend the general mandate granted under resolution no. 7 by adding the shares bought back pursuant to the general mandate granted by resolution no. 8.
	SPECIAL RESOLUTION		FOR(Note 3)	AGAINST(Note 3)
10.	To approve the proposed amendments to the existing memorandum and articles of association of the Company and to adopt the amended and restated memorandum and articles of association in substitution for, and to the exclusion of, the existing memorandum and articles of association of the Company.
Date this day of , 2023 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 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 name(s) of the person(s) appointed as proxy in space provided. Any alteration made to this form of proxy must be i 3. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, PLEASE TICK THE BOX MARKED ‘ RESOLUTION, PLEASE TICK THE BOX MARKED ’’AGAINST’’. Failure to tick a box will entitle your pro will also be entitled to vote at his/her discretion on any resolution properly put to the meeting other than those refer 4. If the appointor is a corporation, this form must be under common seal or under the hand of an officer, attorney, or 5. In the case of joint holders, the signature of any one holder will be sufficient but the names of all the joint holders share of the Company, any one of such joint holders may vote at the meeting, either in person or by proxy, in r thereto, but if more than one of such joint holders be present at the meeting, the vote of the senior who tenders a vo the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined as that one on the register in respect of such share shall alone be entitled to vote in respect thereof.
			deemed to relate to all the shares in the capital of the words ‘‘the chairman of the meeting’’, and insert the nitialled by the person who signs it. ‘FOR’’. IF YOU WISH TO VOTE AGAINST ANY xy to cast your vote at his/her discretion. Your proxy red to in the notice convening the meeting. other person duly authorised on that behalf. should be stated. Where there are joint holders of any espect of such share as if he/she were solely entitled te, whether in person or by proxy, will be accepted to of the said persons so present whose name stands first

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, 14 June 2023) 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

Your supply of your and your proxy’s (or proxies’) name(s) and address(es) is on a voluntary basis for the purpose of processing your request for the appointment of a proxy (or proxies) and your voting instructions for the Meeting of the Company (the ‘‘Purposes’’). We may transfer your and your proxy’s (or proxies’) name(s) and address(es) to our agent, 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.