(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1387)

FORM OF PROXY FOR USE AT THE EXTRAORDINARY GENERAL MEETING

I/We1 of1 being the registered holder(s) of2 of China Dili Group (the "Company") HEREBY APPOINT3 of3

share(s) of HK$0.10 each ("Shares") in the share capitalor failing him/her, the chairman of the extraordinary general meeting as my/our proxy to attend on my/our behalf at the extraordinary general meeting (or at any adjournment thereof) of the Company to be held at Statue Square Room & Alexandra Room, 2/F, Mandarin Oriental, 5 Connaught Road, Central, Hong Kong on Friday, 16 April 2021 at 3:00 p.m. for the purpose of considering and, if thought fit, passing the resolutions set out in the notice convening the extraordinary general meeting (with or without modifications) and at the extraordinary general meeting to vote for me/us and in my/our name(s) as hereunder indicated.

Ordinary Resolutions#

FOR4

AGAINST4

1.

To grant a general unconditional mandate to the Directors to allot and issue Shares of the Company as set out in the ordinary resolution numbered 1 in the notice of extraordinary general meeting.

2.

To extend the power granted to the Directors under resolution numbered 1 to allot and issue Shares as set out in the ordinary resolution numbered 2 in the notice of extraordinary general meeting.

The full text of these resolutions is set out in the notice of the extraordinary general meeting dated 22 March 2021.

#

Dated this

day of

2021

Signature5

Notes:

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

  • 2. 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 registered in your name(s).

  • 3. Full name and address of the proxy desired to be inserted in BLOCK CAPITALS. IF NOT COMPLETED, THE CHAIRMAN OF THE MEETING WILL ACT AS YOUR PROXY.

  • 4. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION, TICK IN THE BOX MARKED "FOR". IF YOU WISH TO VOTE AGAINST THE RESOLUTION, TICK IN THE BOX MARKED "AGAINST". Failure to complete the box will entitle your proxy to cast his vote or abstain at his discretion. Your proxy will be entitled to vote or abstain at his discretion on any resolution properly put to the extraordinary general meeting other than those referred to in the notice convening the extraordinary general meeting.

  • 5. This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must be executed either under its common seal or under the hand of an officer or attorney duly authorised.

  • 6. In the case of joint holders of a Share, the vote of the person, whether attending in person or by proxy, whose name stands first on the register of members of the Company in respect of such Share shall be accepted to the exclusion of the vote(s) of the other joint holder(s).

  • 7. 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 notarially certified true copy thereof, must be 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, Wan Chai, Hong Kong, not less than 48 hours before the time appointed for the holding of the extraordinary general meeting or any adjournment thereof.

  • 8. The proxy need not be a shareholder of the Company but must attend the extraordinary general meeting in person to represent you at the extraordinary general meeting or any adjournment thereof.

  • 9. Completion and delivery of this form of proxy shall not preclude you from attending and voting in person if you so wish.

  • 10. Any alteration made to this form of proxy must be initialled by the person who signs it.

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Disclaimer

China Dili Group published this content on 22 March 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 22 March 2021 14:02:05 UTC.