Zhenro Services Group Limited — Proxy Solicitation & Information Statement 2024

Feb 8, 2024

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 FEBRUARY 2024

I/We (Name)

(Block capitals)

of (Address)

being the registered holder(s) of

(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 Wednesday, 28 February 2024 at 3:00 p.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		FOR(see Note 3)		AGAINST(see 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 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 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 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 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.
	Dated	thisday of2024Signature(s)				(see 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 share capital of the Company registered in your name(s).

2. A shareholder may appoint a proxy of his/her/its own choice. A shareholder who is the holder of two or more shares in the share capital of the Company may appoint more than one proxy of his/her/its 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 or to abstain from voting. 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. This proxy form must be in writing under the hand of you or your attorney duly authorised or, in the case of a corporation, under its common seal or under the hand of an officer, attorney or other person authorised to sign the same.

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/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.

6. 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.

7. 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.