FSE SERVICES GROUP LIMITED ᔮସ؂ਕණྠϞࠢʮ̡

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 331)

PROXY FORM

Proxy form for use by holders of ordinary shares at the extraordinary general meeting to be held on Friday, 9 April 2021 at 4:30 p.m. (or at any adjournment thereof)

I/We (note 1)

of

being the registered holder(s)

of (note 2)

ordinary shares (the ''Shares'') of HK$0.10 each in the capital of FSE Services Group

Limited (the ''Company''), HEREBY APPOINT (note 3)

of

or failing him, the Chairman of the extraordinary general meeting of the Company (the ''Meeting''), as my/our proxy to attend on my/our behalf at the Meeting to be held at 17th Floor, Chevalier Commercial Centre, 8 Wang Hoi Road, Kowloon Bay, Kowloon, Hong Kong on Friday, 9 April 2021 at 4:30 p.m. (or at any adjournment thereof) for the purpose of considering and, if thought fit, passing the resolutions as set out in the notice convening the Meeting and at the Meeting (or at any adjournment thereof) to vote for me/us on my/our behalf in respect of the resolutions as hereunder indicated or, if no such indication is given, as my/our proxy thinks fit. Unless otherwise specified, capitalised terms used in this form shall have the same meanings as defined in the circular of the Company dated 19 March 2021 (the ''Circular'').

ORDINARY RESOLUTIONS*

FOR (note 4)

AGAINST (note 4)

  • 1. Subject to and conditional upon the passing of each of the ordinary resolutions approving the 2021 Master Facility and Related Services Agreements, the Services Transactions contemplated thereunder and the Annual Caps for the same, to consider and approve the Proposed Transactions on terms and conditions of the Sale and Purchase Agreement and the performance of the transactions contemplated under the Sale and Purchase Agreement.

  • 2. Subject to and conditional upon (i) completion of the Proposed Transactions in accordance with the terms of the Sale and Purchase Agreement; and (ii) passing of each of the ordinary resolutions approving the other 2021 Master Facility and Related Services Agreements, the Services Transactions contemplated thereunder and the Annual Caps for the same, to consider and approve the 2021 FSE Master Facility and Related Services Agreement, the Services Transactions contemplated thereunder and their proposed Annual

  • Caps for the period commencing from the Completion Date and ending on 30 June 2023.

  • 3. Subject to and conditional upon (i) completion of the Proposed Transactions in accordance with the terms of the Sale and Purchase Agreement; and (ii) passing of each of the ordinary resolutions approving the other 2021 Master Facility and Related Services Agreements, the Services Transactions contemplated thereunder and the Annual Caps for the same, to consider and approve the 2021 NWD Master Facility and Related Services Agreement, the Services Transactions contemplated thereunder and their proposed Annual Caps for the period commencing from the Completion Date and ending on 30 June 2023.

  • 4. Subject to and conditional upon (i) completion of the Proposed Transactions in accordance with the terms of the Sale and Purchase Agreement; and (ii) passing of each of the ordinary resolutions approving the other 2021 Master Facility and Related Services Agreements, the Services Transactions contemplated thereunder and the Annual Caps for the same, to consider and approve the 2021 NWS Master Facility and Related Services Agreement, the Services Transactions contemplated thereunder and their proposed Annual Caps for the period commencing from the Completion Date and ending on 30 June 2023.

  • 5. Subject to and conditional upon (i) completion of the Proposed Transactions in accordance with the terms of the Sale and Purchase Agreement; and (ii) passing of each of the ordinary resolutions approving the other 2021 Master Facility and Related Services Agreements, the Services Transactions contemplated thereunder and the Annual Caps for the same, to consider and approve the 2021 CTFE Master Facility and Related Services Agreement, the Services Transactions contemplated thereunder and their proposed Annual Caps for the period commencing from the Completion Date and ending on 30 June 2023.

  • 6. Subject to and conditional upon (i) completion of the Proposed Transactions in accordance with the terms of the Sale and Purchase Agreement; and (ii) passing of each of the ordinary resolutions approving the other 2021 Master Facility and Related Services Agreements, the Services Transactions contemplated thereunder and the Annual Caps for the same, to consider and approve the 2021 CTFJ Master Facility and Related Services Agreement, the Services Transactions contemplated thereunder and their proposed Annual Caps for the period commencing from the Completion Date and ending on 30 June 2023.

  • 7. To consider and approve the re-election of Dr. Cheng Chun Fai as an executive Director.

    SPECIAL RESOLUTION*

  • 8. Subject to and conditional upon the necessary approval of the Registrar of Companies in the Cayman Islands being obtained, to consider and approve that (a) the English name of the Company be changed from ''FSE Services Group Limited'' to ''FSE Lifestyle Services Limited''; and (b) the Chinese name ''豐盛生活服務有限公司'' be adopted as the dual foreign name of the Company in place of the existing Chinese name ''豐盛服務集團有限公司'' with effect from the date of entry of the new English name and dual foreign name on the register maintained by the Registrar of Companies in the Cayman Islands.

*

The full text of each of the resolutions is set out in the notice of the Meeting.

Dated this

day of

2021.

Signature (note 5):

Notes:

1.

Full name(s) and address(es) to be inserted in BLOCK CAPITALS. The names of all joint registered holders should be stated.

2.

Please insert the number of Shares registered in your name(s). If no number is inserted, this proxy form will be deemed to relate to all the Shares registered in your name(s).

3.

Please insert the name and address of the proxy desired. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE MEETING WILL ACT AS YOUR PROXY. ANY ALTERATION MADE TO THIS

PROXY FORM MUST BE INITIALLED BY THE PERSON(S) WHO SIGN(S) IT.

4.

IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, PUT A TICK (''P'') IN THE BOX MARKED ''FOR''. IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, PUT A (''P'')

IN THE BOX MARKED ''AGAINST''. Failure to do so will entitle your proxy to cast his vote at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the

Meeting other than those referred to in the notice convening the Meeting.

5.

This proxy form must be signed by you or your attorney duly authorized in writing or in the case of a corporation must be either under its common seal or under the hand of an officer or attorney duly authorized

in that behalf.

6.

Where there are joint registered holders of any Shares, any one of such persons may vote at the Meeting, either personally or by proxy, in respect of such Shares as if he was solely entitled thereof, but if more

than one of such joint holders be present at the Meeting personally or by proxy, that one of the said persons so present whose name stands first on the register of members in respect of such Shares shall alone be

entitled to vote in respect thereof.

7.

In order to be valid, this proxy form, 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 Company's branch share registrar

and transfer office in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not less than 48 hours before the time fixed for holding the Meeting or at

any adjournment thereof (as the case may be).

8.

The proxy need not be a member of the Company but must attend the Meeting in person to represent you.

9.

Completion and delivery of the proxy form will not preclude you from attending and voting at the Meeting if you so wish, but the authority of your proxy will be invalid forthwith.

(i)

''Personal Data'' in these statements has the same meaning as ''personal data'' in the Personal Data (Privacy) Ordinance, Chapter 486 of the Laws of Hong Kong (the ''PDPO'').

(ii)

Your supply of Personal Data to the Company is on a voluntary basis. Failure to provide sufficient information may result in the Company not being able to process your appointment of proxy and instructions.

(iii)

Your Personal Data will not be transferred to other third parties (other than the Company's share registrar) unless it is a requirement to do so by law, for example, in response to a court order or a law

enforcement agency's request and will be retained for such period as may be necessary for our verification and record purposes.

(iv)

You have the right to request access to and/or correction of your Personal Data in accordance with the provisions of the PDPO. Any such request for access to and/or correction of your Personal Data should be

in writing addressed to the Personal Data Privacy Officer of Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong.

PERSONAL INFORMATION COLLECTION STATEMENT

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FSE Engineering Holdings Ltd. published this content on 18 March 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 18 March 2021 11:35:07 UTC.