Zhenro Services Group Limited — Proxy Solicitation & Information Statement 2021

Jun 8, 2021

Zhenro Services Group Limited 正榮服務集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 6958)

FORM OF PROXY FOR THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON 28 JUNE 2021

I/We

of (Address) being the registered holder(s) of

(Name) (Block capitals)

(see Note 1) shares of US$0.002 each in the capital of

Zhenro Services 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 2/F., Building 7, Hongqiao Zhenro Center, 666 Shenhong Road, Minhang District, Shanghai, PRC on Monday, 28 June 2021 at 11:00 a.m. or 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
	1. “THAT (a) the sale and purchase agreement dated 19 May 2021 (the “Sale and Purchase Agreement”) entered into by and among Fuzhou Huihua Enterprise Management Consultancy Co., Ltd. (福州匯華企業管理諮詢有限公司) and Fujian Zhenro Property Service Co., Ltd. (福建正榮物業服務有限公司) (each a wholly-owned subsidiary of the Company) as purchasers, Zhenro Properties Holdings Company Limited (正榮地產控股 股份有限公司) as vendor, and Zhenro Commercial Management Co., Ltd. (正榮商業管 理有限公司) (the “Target Company”) and the transactions contemplated thereunder be and are hereby confirmed and approved; and (b) the directors of the Company (the “Directors”) be and are hereby authorised to do all such acts, deeds and things and to sign, execute and deliver all such documents as they may, in their absolute discretion, consider necessary, desirable or expedient to give effect, determine, revise, supplement or complete any matters relating to or in connection with the Sale and Purchase Agreement and the transactions contemplated thereunder.”
	2. “THAT (a) the commercial property management and consultancy services framework agreement dated 19 May 2021 entered into between the Target Company and Zhenro Properties Group Limited (the “Consultancy Services Agreement”) and the transactions contemplated thereunder be and are hereby confirmed and approved; (b) the proposed annual caps in relation to the transactions contemplated under the Consultancy Services Agreement for each of the two years ending 31 December 2022 be and are hereby approved; and (c) the Directors be and are hereby authorised to do all such acts, deeds and things and to sign, execute and deliver all such documents as they may, in their absolute discretion, consider necessary, desirable or expedient to give effect, determine, revise, supplement or complete any matters relating to or in connection with the Consultancy Services Agreement and the transactions contemplated thereunder.”

1. 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.

2. 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/it were solely entitled thereto, but if more than one of such joint holders be present at the meeting, the vote of the senior holder 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 of members of the Company in respect of such share shall alone be entitled to vote in respect thereof.

3. 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 (or any adjourned meeting 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 and in such event, the instrument appointing a proxy shall be deemed to be revoked.

4. A proxy does not need to be a shareholder of the Company.

PERSONAL INFORMATION COLLECTION STATEMENT

“ Personal Data ” in this statement has the same meaning as “personal data” in the Personal Data (Privacy) Ordinance (Chapter 486 of the Laws of Hong Kong) (the “ PDPO ”). Your supplyvoting instructionsof your and foryourtheproxy’smeeting(orofproxies’)the CompanyPersonal(theData“ Purposes is on a”).voluntaryThe Companybasis formaythetransferpurposeyourof processingand your proxy’syour request(or proxies’)for the PersonalappointmentDataoftoaitsproxyagent,(orcontractor,proxies) andor thirdyour party service provider who provides administrative, computer and other services to the Company for use in connection with the Purposes and to such parties who are authorised 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’) Personal Data 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 PDPO and any such request should be in writing by mail to the Company/Computershare Hong Kong Investor Services Limited at the above address.