Zhenro Properties Group Limited — Proxy Solicitation & Information Statement 2020

May 22, 2020

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)

REVISED FORM OF PROXY FOR THE ANNUAL GENERAL MEETING TO BE HELD ON 8 JUNE 2020

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 Unit B, 62/F, Bank of China Tower, 1 Garden Road, Central, Hong Kong on Monday, 8 June 2020 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)	ORDINARY RESOLUTIONS FOR(Note 3)	ORDINARY RESOLUTIONS FOR(Note 3)
	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 2019.
	2.	To declare a final dividend of HK$0.10 per Share.
	3.	Has been withdrawn.
	4.	To re-elect Mr. Ou Guowei as a non-executive Director.
	5.	To re-elect Mr. Lin Hua as an independent non-executive Director.
	6.	To authorise the board of the Directors to fix the remuneration of the Directors.
	7.	To re-appoint Ernst & Young as auditors of the Company and authorise the Directors to fix their remuneration.
	8.	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.
	9.	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.
	10.	To extend the general mandate granted under resolution no. 8 by adding the shares bought back pursuant to the general mandate granted by resolution no. 9.
	11.	To appoint Mr. Liu	Weiliang as an executive director.
	Date this	day of	, 2020 Signature(s)(Note 5):

Notes:

1. Please insert the number of shares registered in your name(s); if no number is inserted, this revised 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 revised form of proxy must be initialled by the person who signs it.

3. 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 and supplemental notice convening the meeting.

4. If the appointor is a corporation, this revised 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.

5. 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.

6. To be valid, this revised 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 Saturday, 6 June 2020) or not less than 48 hours before the time for the holding of any adjournmentthereof. (the “ Closing Time ”) The completion and return of the revised 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.

7. Important: If you have lodged the original form of proxy with the Company’s branch share registrar, you should note that:

8. (a) If you fail to lodge this revised form of proxy with the Company’s branch share registrar prior to the Closing Time or if it is incorrectly completed, the original form of proxy shall be treated as a valid form of proxy lodged by you if correctly completed. The proxy so appointed by you shall be entitled to vote at his/her discretion or to abstain from voting on any resolution properly put to the AGM including the newly proposed resolution as set out in the supplemental notice and this revised form of proxy, apart from the resolutions as set out in the original notice of annual general meeting and the original form of proxy.

9. (b) If you have lodged this revised form of proxy with the Company’s branch share registrar prior to Closing Time as specified, this revised form of proxy shall revoke and supersede the original form of proxy previously lodged by you if correctly completed. This revised form of proxy shall be treated as a valid form of proxy lodged by you.

10. (c) If you have lodged this revised form of proxy with the Company’s branch share registrar after the Closing Time, this revised form of proxy shall be invalid. This will also revoke the original form of proxy previously lodged by you, and any vote that may be cast by the purported proxy (whether appointed under the original form of proxy or this revised form of proxy) will not be counted in any poll. Accordingly, you are advised not to lodge this revised form of proxy after the Closing Time. In such case, if you wish to vote at the AGM, you will have to attend in person and vote at the AGM.

11. 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.