Zhenro Properties Group Limited — Proxy Solicitation & Information Statement 2025

May 8, 2025

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 20 JUNE 2025

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 (the “AGM”) to be held at Room 3201, 32/F, China Resources Building, 26 Harbour Road, Wanchai, Hong Kong on Friday, 20 June 2025 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 2024.
2.	To re-elect Mr. Chan King Tak as an executive Director.
3.	To re-elect Mr. Jin Mingjie as an executive Director.
4.	To re-elect Mr. Wang Chuanxu as an independent non-executive Director.
5.	To re-elect Mr. Xie Jun as an independent non-executive Director.
6.	To re-elect Ms. Yang Yongyi 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 and/or to sell or transfer treasury shares of the Company involving a maximum of 20% of the total number of shares of the Company in issue (excluding treasury shares) as at the date of passing of 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 (excluding treasury shares) as at the date of passing of 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.

Dated this __ day of __, 2025

Signature(s) (Note 6): _________

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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. The full text of the resolution is set out in the notice of convening the AGM contained in the circular of the Company dated 29 April 2025 and the revised notice of the AGM dated 8 May 2025.

6. 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.

7. 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, 18 June 2025) (the “Closing Time”) 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.

8. If you have not yet deposited the original proxy form enclosed with the circular of the Company published on 29 April 2025 (the “Original Proxy Form”) with the Company's branch share registrar in Hong Kong and you intend to appoint a proxy/proxies to attend the AGM on your behalf, you are requested to deposit only this revised proxy form in accordance with the instructions printed thereon. If you have already deposited the Original Proxy Form, you should note that:

(i) if no revised proxy form is deposited before the Closing Time, the Original Proxy Form (if duly completed) will be treated as a valid proxy form deposited by you. The proxy so appointed pursuant to the Original Proxy Form will be entitled to vote in accordance with the instructions previously given by you or at his/her discretion (if no such instructions are given) on any resolution properly put to the AGM, including the additional ordinary resolutions as set out in the revised notice of the AGM; and

(ii) if the revised proxy form is deposited before the Closing Time, the revised proxy form will revoke and supersede the Original Proxy Form previously deposited by you. The revised proxy form (if duly completed) will be treated as a valid proxy form deposited by you.

1. 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.