SECOND FORM OF PROXY FOR USE AT THE ANNUAL GENERAL MEETING TO BE HELD AT 10/F., UNITED CENTRE, 95 QUEENSWAY, ADMIRALTY, HONG KONG FRIDAY, 21 MAY 2021 AT 10:00AM OR AT ANY ADJOURNMENT THEREOF

YAN TAT GROUP HOLDINGS LIMITED

恩 達 集 團 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1480)

SECOND FORM OF PROXY FOR USE AT THE ANNUAL GENERAL MEETING

TO BE HELD AT 10/F., UNITED CENTRE,

95 QUEENSWAY, ADMIRALTY, HONG KONG

FRIDAY, 21 MAY 2021 AT 10:00AM OR AT ANY ADJOURNMENT THEREOF

I/We (Note 1)

of

HEREBY APPOINT (Note 3) THE CHAIRMAN OF THE MEETING or

of

as my/our proxy to attend at the annual general meeting of the Company (the ''Meeting'') (and at any adjournment thereof) to be held at 10/F., United Centre, 95 Queensway, Admiralty, Hong Kong on Friday, 21 May 2021 at 10:00 am for the purpose of considering and, if thought fit, passing the following resolutions as set out in the notice convening the Meeting dated 21 April 2021 as set out in the circular of the Company dated 21 April 2021 (the ''Original Notice'') and the supplemental notice of the Meeting dated 4 May 2021 as set out in the supplemental circular of the Company dated 4 May 2021 (the ''Supplemental Notice''), and vote for me/us and in my/ our names in respect of the resolutions as indicated below, or, if no such indication is given, as my/our proxy thinks fit.

1. To receive and approve the audited consolidated financial statements together with the directors' report and the independent auditor's report of the Company for the year ended 31 December 2020.

1. To re-appoint Ernst & Young as the auditors of the Company and to authorise the board of directors of the Company to fix their remuneration.
2. To grant a general and unconditional mandate to the directors of the Company to allot, issue and deal with the additional ordinary shares of the Company with the total number of shares not exceeding 20% of the total number of issued shares of the Company.
3. To grant a general and unconditional mandate to the directors of the Company to repurchase shares of the Company with the total number of shares not exceeding 10% of the total number of issued shares of the Company.
4. To extend the general and unconditional mandate granted to the directors of the Company to issue, allot and deal with additional shares of the Company under resolution numbered 4 to include the number of shares of the Company repurchased pursuant to the general and unconditional mandate to repurchase shares under resolution numbered 5.
5. To declare and pay to the shareholders of the Company a final dividend of HK6.0 cents per share of the Company for the year ended 31 December 2020.

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 of the Company registered in your name(s).
3. If any proxy other than the Chairman is preferred, please strike out ''THE CHAIRMAN OF THE MEETING or'' here inserted and insert the name and address of the proxy desired in the space provided. You may appoint one or more proxies to attend the Meeting. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE MEETING WILL ACT AS PROXY. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.
4. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTIONS, TICK THE APPROPRIATE BOXES MARKED ''FOR''. IF YOU WISH TO VOTE AGAINST THE RESOLUTIONS, TICK THE APPROPRIATE BOXES MARKED ''AGAINST''. Failure to complete any or all of the boxes will entitle your proxy to cast his/her/its votes at his/her/its 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 Original Notice and the Supplemental Notice.
5. Any member of the Company (''Member'') entitled to attend and vote at the Meeting shall be entitled to appoint another person (who must be an individual) as his/her/its proxy to attend and vote instead of him/her/it and a proxy so appointed shall have the same right as the Member to speak at the Meeting. On a poll, votes may be given either personally or by proxy. A proxy need not be a Member. A Member may appoint more than one proxy to attend on the same occasion.
6. 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 either executed under its seal or under the hand of an officer or attorney duly authorised.
7. To be valid, this form of proxy together with a power of attorney (if any) or other authority (if any) under which it is signed or a notarially certified copy thereof, must be deposited at the Company's Hong Kong branch share registrar, Tricor Investor Services Limited (the ''Share Registrar''), at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong before 10:00 a.m. (Hong Kong Time) on Wednesday, 19 May 2021 (the ''Closing Time'').
8. Where there are joint registered holders of any share, any one of such persons may vote at the Meeting, either personally or by proxy, in respect of such share as if he/she/it was solely entitled thereto but if more than one of such joint registered holders be present at any meeting personally or by proxy, that one of the said persons so present being the most or, as the case may be, the more senior shall alone be entitled to vote in respect of the relevant joint holding and, for this purpose, seniority shall be determined reference to the order in which the names of the joint registered holders stand on the register of members of the Company in respect of the relevant joint holding.
9. If you have not yet lodged the form of proxy enclosed in the Original Notice (the ''First Proxy Form'') with the Share Registrar, you are requested to lodge this proxy form if you wish to appoint proxy(ies) to attend the Meeting on your behalf. In this case, the First Proxy Form should not be lodged with the Share Registrar.
10. If you have already lodged the First Proxy Form with the Share Registrar, please note that:
11. 1. subject to (iii) below, if this proxy form is not lodged with the Share Registrar, the First Proxy Form will be treated as a valid proxy form lodged by you if correctly completed. The proxy so appointed by you shall be required to vote in such manner as he/she may be directed under the First Proxy Form, and in respect of the resolution for the proposed final dividend as set out in the Supplemental Notice, the proxy will be entitled to vote at his/her discretion or to abstain from voting on such resolution.
    2. if this proxy form is lodged with the Share Registrar before the Closing Time, this proxy form will revoke and supersede the First Proxy Form previously lodged by you. This proxy form will be treated as a valid form of proxy lodged by you if correctly completed.
    3. if this proxy form is lodged with the Share Registrar after the Closing Time, or if lodged before the Closing Time but is incorrectly completed, the proxy appointment under this proxy form will be invalid. The proxy so appointed by the Shareholder under the First Proxy Form, if correctly completed, will be entitled to vote in the manner as mentioned in (i) above as if no second proxy form was lodged with the Share Registrar. Accordingly, Shareholders are advised to complete this proxy form carefully and lodge this proxy form with the Share Registrar before the Closing Time.
12. Completion and delivery of this form of proxy shell not preclude you from attending and voting in person at the Meeting (and at any adjournment thereof) if you so wish.