Jiumaojiu International Holdings Limited

九 毛九國際控 股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 9922)

Form of Proxy for use at the Annual General Meeting to be held on

Wednesday, June 2, 2021 (or any adjournment thereof)

I/We, (Note 1)

of

being the registered holder(s)

of shares (Note 2)

of US$0.0000001 each in the share capital of Jiumaojiu International Holdings Limited (the "Company"), HEREBY APPOINT THE CHAIRMAN OF

THE MEETING (Note 3 & 4) or

of

as my/our proxy to attend the annual general meeting (and any adjourned meeting) of the Company (the "Annual General Meeting") to be held at meeting room of No. 668 West Huangpu Avenue, Race Track Food Street, 2/F 8-9 Tianhe District, Guangzhou, PRC on Wednesday, June 2, 2021 at 2:30 p.m. for the purposes of considering and, if thought fit, passing the resolutions as set out in the notice convening the said meeting and at such meeting (and at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of the resolutions as indicated below.

ORDINARY RESOLUTIONS

FOR

AGAINST

(Notes 5 & 6)

(Notes 5 & 6)

1.

To consider, adopt and receive the audited consolidated financial statements of the Company and the reports

of the directors and auditor of the Company for the year ended December 31, 2020.

2.

To declare a final dividend of HKD0.02 per ordinary share and a special dividend of HKD0.02 per ordinary

share of the Company for the year ended December 31, 2020.

3.

To re-elect Mr. Guan Yihong as an executive director of the Company.

4.

To re-elect Mr. He Chengxiao as an executive director of the Company.

5.

To re-elect Mr. Deng Tao as an independent non-executive director of the Company.

6.

To re-elect Ms. Tang Zhihui as an independent non-executive director of the Company.

7.

To re-elect Ms. Zhu Rui as an independent non-executive director of the Company.

8.

To authorize the board of directors of the Company to fix the respective directors' remuneration.

9.

To re-appoint KPMG as auditor of the Company and to authorize the board of directors of the Company to

fix the auditor's remuneration.

10.

To give a general mandate to the directors of the Company to repurchase the Company's shares not exceeding

10% of the total number of issued shares of the Company as at the date of passing this resolution (the

"Repurchase Mandate").

11.

To give a general mandate to the directors of the Company to issue, allot and deal with additional shares of

the Company not exceeding 20% of the total number of issued shares of the Company as at the date of passing

this resolution (the "Issuance Mandate").

12.

Conditional upon the passing of resolutions nos. 10 and 11, to extend the Issuance Mandate granted to the

directors of the Company to issue, allot and deal with additional shares in the capital of the Company by the

total number of shares repurchased by the Company under the Repurchase Mandate.

Dated this

day of

2021.

Signature (Note 7):

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 of the Company 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. Any member of the Company entitled to attend and vote at the meeting is entitled to appoint another person as his/her/its proxy to attend and vote instead of him/her/it. The proxy need not be a member of the Company but must attend the meeting in person to represent the member.
  4. If any proxy other than the Chairman is preferred, strike out the words "THE CHAIRMAN OF THE MEETING" here inserted and insert the name and address of the proxy desired in the space provided. A member of the Company who is the holder of two or more shares may appoint more than one proxy to attend and vote on his/her/its behalf at the meeting provided that if more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed.
    IF NO NAME IS INSERTED, THE CHAIRMAN OF THE MEETING WILL ACT AS YOUR PROXY. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.
  5. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTIONS, TICK THE APPROPRIATE BOXES MARKED "FOR". IF YOU WISH TO VOTE AGAINST ANY RESOLUTIONS, TICK THE APPROPRIATE BOXES MARKED "AGAINST". Failure to complete any or all the boxes will entitle your proxy to cast his/her votes at his/her discretion. 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.
  6. All resolutions will be put to vote by way of poll at the meeting. Every member of the Company present in person (in the case of a member being a corporation, by its duly authorized representative) or by proxy shall have one vote for every fully paid share of which he/she/it is the holder. A person entitled to more than one vote on a poll need not use all his/her votes or cast all the votes he/she uses in the same way and in such cases, please state the relevant number of shares in the appropriate box(es) above.
  7. This form of proxy must be signed by you or your attorney duly authorized in writing or, in the case of a corporation, must be either executed under its common seal or under the hand of an officer or attorney or other person duly authorized.
  8. To be valid, this form of proxy together with the 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 Share Registrar and Transfer Office in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, not less than 48 hours before the time appointed for holding this meeting (i.e. not later than 2:30 p.m. on Monday, May 31, 2021) or the adjourned meeting.
  9. In the 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 of the joint holders stand in the register of members of the Company in respect of the joint holding. Several executors or administrators of a deceased member in whose name any share of the Company stands shall, for the purpose of the amended and restated articles of association of the Company, be deemed joint holders thereof.
  10. Completion and delivery of the form of proxy will not preclude you from attending and voting at the meeting and, in such event, the form of proxy shall be deemed to be revoked.
  11. References to time and dates in this form of proxy are to Hong Kong time and dates.

PERSONAL INFORMATION COLLECTION STATEMENT

Your supply of your and your proxy's (or proxies') name(s) and address(es) is on a voluntary basis for the purpose of processing your request for the appointment of a proxy (or proxies) and your voting instructions for the Annual General Meeting of the Company (the "Purposes"). We may transfer your and your proxy's (or proxies') name(s) and address(es) to our agent, contractor, or third party service provider who provides administrative, computer and other services to us and to such parties who are authorized 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. You/your proxy (or proxies) has/have the right to request access to and/or correction of the relevant personal data in accordance with the provisions of the Personal Data (Privacy) Ordinance and any such request should be in writing by mail to the Company's Share Registrar and Transfer Office in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong.

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Jiumaojiu International Holdings Ltd. published this content on 23 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 23 April 2021 09:31:05 UTC.