Jiyi : FORM OF PROXY FOR 2020 ANNUAL GENERAL MEETING

Jiyi Holdings Limited 集 一 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1495)

FORM OF PROXY FOR 2020 ANNUAL GENERAL MEETING

I/We (note a)

of

being the register holder(s) of (note b)

ordinary shares of HK$0.1

each in the share capital of Jiyi Holdings Limited (the "Company") hereby appoint the Chairman of the annual general meeting (the "Meeting") or

of

to act as my/our proxy (note c) to attend for me/us at the Meeting to be held at 14th Floor, China Railway South Headquarters Building No. 3333 Zhongxin Road (Shenzhen Bay Section), Nanshan District, Shenzhen, PRC on Friday, 4 June 2021, at 11:00 a.m. (or at any adjournment thereof) and to vote on my/our behalf and in my/our name(s) in respect of the said resolutions as indicated below or, if no indication is given, as my/our proxy thinks fit.

		ORDINARY RESOLUTIONS	FOR (note d)	AGAINST (note d)
1.	To receive and adopt the audited consolidated financial statements and the reports of the
	directors (the "Directors" and each a "Director") and auditors of the Company for the year
	ended 31 December 2020.
2.	(a)	To re-elect Mr. Yang Baikang as executive Director.
	(b)	To re-elect Mr. Liu Xianxiu as non-executive Director.
	(c)	To re-elect Mr. Hou Lianchang as independent non-executive Director.
3.	To authorise the board of Directors to fix the Directors' remuneration.
4.	To re-appoint Moore Stephen CPA Limited as auditors of the Company and to authorise the
	board of Directors to fix their remuneration.
5.	To grant a general mandate to the Directors to allot, issue and deal with unissued shares
	of HK$0.1 each in the share capital of the Company, the total number of which shall not
	exceed 20% of the total number of shares of the Company in issue as at the date of passing
	of this resolution.
6.	To grant a general mandate to the Directors to buy back the Company's shares up to 10% of
	the total number of shares of the Company as at the date of passing of this resolution.
7.	To add the total number of shares in the Company bought back by the Company under
	resolution no.6 above to the general mandate granted to the Directors under resolution no.5
	above.

Dated the		day of		, 2021
Shareholder's signature				(notes e, f, g, h and i)

Notes:

1. Full name(s) and address(es) are to be inserted in BLOCK CAPITALS LETTERS. The names of all joint registered holders should be stated.
2. Please insert the number of shares in the Company ("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. A proxy need not be a shareholder of the Company. If you wish to appoint some person other than the Chairman of the annual general meeting as your proxy, please delete the words "the Chairman of the Meeting or" and insert the name and address of the person appointed proxy in the space provided.
4. If you wish to vote for any of the resolutions set out above, please tick ("✓") the boxes marked "For". If you wish to vote against any resolutions, please tick ("✓") the boxes marked "Against". If this form returned is duly signed but without specific direction on any of the proposed resolutions, the proxy will vote or abstain at his/her/its discretion in respect of all resolutions; or if in respect of a particular proposed resolution there is no specific direction, the proxy will, in relation to that particular proposed resolution, vote or abstain at his/her/its discretion. A proxy will also be entitled to vote at his/her discretion on any resolution properly put to the Meeting other than those set out in the notice convening the Meeting.
5. Where there are joint registered holders of any Share, any one of such joint holders may vote, either in person or by proxy, in respect of such Share as if he/she/it were solely entitled thereto, but if more than one of such joint holders are 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 of the Company in respect of such Share shall alone be entitled to vote in respect thereof.
6. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his/her/its attorney duly authorised in writing, or if the appointor is a corporation, either under seal or under the hand of an officer or attorney duly authorised.
7. To be valid, this form of proxy together with any power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power or authority must be deposited at the Hong Kong branch share registrar and transfer office of the Company, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not later than 48 hours before the time of the Meeting (or any adjourned meeting).
8. Completion and return of this form of proxy will not preclude you from attending and voting in person at the Meeting (or any adjournment thereof) if you so wish.
9. Any alteration made to this form should be initialed by the person who signs the form.