Zhenro Properties Group Limited — Proxy Solicitation & Information Statement 2024

Feb 8, 2024

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 EXTRAORDINARY GENERAL MEETING TO BE HELD ON 28 FEBRUARY 2024

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 Extraordinary General Meeting of the Company to be held at Room 3201, 32/F, China Resources Building, 26 Harbour Road, Wanchai, Hong Kong on Wednesday, 28 February 2024 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 consider, approve and ratify the 2024 Fuzhou Mabao Lease Agreement (as defined in the circular of the Company dated 9 February 2024 (the ‘‘Circular’’)) and the transactions contemplated thereunder (including the annual rent) and authorise the directors of the Company (the ‘‘Directors’’) to execute such documents and take such action as they deem appropriate to implement or give effect to the 2024 Fuzhou Mabao Lease Agreement.

2. To consider, approve and ratify the 2024 Fuzhou Mawei Lease Agreement (as defined in the Circular) and the transactions contemplated thereunder (including the annual rent) and authorise the Directors to execute such documents and take such action as they deem appropriate to implement or give effect to the 2024 Fuzhou Mawei Lease Agreement.

3. To consider, approve and ratify the 2024 Putian Fortune Centre Lease Agreement (as defined in the Circular) and the transactions contemplated thereunder (including the annual rent) and authorise the Directors to execute such documents and take such action as they deem appropriate to implement or give effect to the 2024 Putian Fortune Centre Lease Agreement.

4. To consider, approve and ratify the 2024 Putian Street Lease Agreement (as defined in the Circular) and the transactions contemplated thereunder (including the annual rent) and authorise the Directors to execute such documents and take such action as they deem appropriate to implement or give effect to the 2024 Putian Street Lease Agreement.

Date this day of , 2024 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: 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.

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.

5. 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 Monday, 26 February 2024) 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.

6. 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.