Zhixin Group Holding Limited — Proxy Solicitation & Information Statement 2023

Jul 26, 2023

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Zhixin Group Holding Limited 智欣集團控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 2187)

PROXY FORM FOR THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON MONDAY, 14 AUGUST 2023

I/We [(Note][1)]

of

being the registered holder(s) of [(Note][2)] shares in the issued share capital of Zhixin Group Holding Limited (the “ Company ”) hereby appoint the chairman of the meeting [(Note][3)] , or of

as my/our proxy to attend, act and vote for me/us and on my/our behalf as directed below at the extraordinary general meeting (the “ EGM ”) of the Company to be held at Unit 703, Tai Sang Bank Building, 130−132 Des Vouex Road Central, Hong Kong on Monday, 14 August 2023 at 2:00 p.m. (and at any adjournment thereof) and to vote in respect of the following resolution as indicated and on any other business that may properly come before the EGM, and, if no such indication is given, as my/our proxy thinks fit:

Please tick (“ ”) the appropriate boxes to indicate how you wish your vote(s) to be cast on a poll [(Note][4)] .

		ORDINARY RESOLUTION		FOR _(Note _	FOR _(Note _	4)AGAINST (Note 4)	4)AGAINST (Note 4)	4)AGAINST (Note 4)
1.		To approve, confirm and ratify the investment agreement dated 16 May 2023 entered into
		by the Company and Natural Resources Bureau of Yongding District, Longyan	City*
		(龍巖市永定區自然資源局) and the transactions contemplated thereunder.

Dated 2023 Signature(s) [(Note][5)]

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS .

2. Please insert the number of shares to which this form of proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all the shares of the Company registered in your name(s). If more than one proxy is appointed, the number of shares in respect of which each such proxy so appointed must be specified.

3. If any proxy other than the chairman of the meeting is preferred, please strike out the words “the chairman of the meeting” and insert the name and address of the proxy desired in the space provided. Any member of the Company entitled to attend and vote at the EGM is entitled to appoint more than one proxy to attend, and on a poll, vote instead of him. A proxy need not be a member of the Company. Every member present in person or by proxy shall be entitled to one vote for each share held by him.

4. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, PLEASE TICK (“ ”) THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST A RESOLUTION, PLEASE TICK (“ ”) THE BOX MARKED “AGAINST”. If no direction is given, your proxy will vote or abstain at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the EGM other than those referred to in the notice convening the EGM.

5. This form of proxy must be signed by you or your attorney duly authorised in writing. In case of a corporation, the same must be either under its common seal or under the hand of an officer or attorney so authorized. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

6. In case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of votes of the other joint holder(s) and for this purpose seniority will be determined by the order in which the names stand in the Register of Members of the Company.

7. In order to be valid, this form of proxy, together with the power of attorney or other authority (if any) under which it is signed or a certified copy thereof, must be deposited at the branch share registrar of the Company in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than 48 hours before the time appointed for the meeting or the adjourned meeting (as the case may be).

8. Completion and delivery of the form of proxy will not preclude you from attending and voting at the EGM if you so wish.

9. References to time and dates in this form of proxy are to Hong Kong time and dates.

PERSONAL INFORMATION COLLECTION STATEMENT

Yourproxysupply(or proxies)of yourandandyouryourvotingproxy’sinstructions(or proxies’)forname(s)the EGMandofaddress(es)the Companyis on(thea voluntary‘ Purposes basis’). Wefor themaypurposetransferofyourprocessingand youryourproxy’srequest(orforproxies’)the appointmentname(s) ofanda 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 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’) 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 Tricor Investor Services Limited at the above address.