SG : FORM OF PROXY FOR USE AT THE ANNUAL GENERAL MEETING (OR ITS ADJOURNED MEETING)

SG Group Holdings Limited

樺 欣 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1657)

Form of Proxy for use at the Annual General Meeting

(or its adjourned meeting)

I/We (Note 1)

of being the registered holder(s) of			shares (Note 2) of HK$0.01 each
in the share capital of SG Group Holdings Limited	樺欣控股有限公司 (the "Company"), HEREBY APPOINT THE CHAIRMAN OF THE
MEETING (Note 4) or

of

as my/our proxy/proxies to attend the annual general meeting (and its adjourned meeting) of the Company to be held at Room 2202, 22/F, West Exchange Tower, 322 Des Voeux Road Central, Sheung Wan, Hong Kong on 27 October 2020 (Tuesday) at 1:30 p.m. for the purposes of considering and, if thought fit, passing the resolutions as set out in the notice convening the annual general meeting and at such meeting (and its adjourned meeting) to vote for me/us and in my/our name(s) in respect of the resolutions as indicated below.

		ORDINARY RESOLUTIONS	FOR (Notes 5 & 6)	AGAINST (Notes 5 & 6)
1.	To consider and adopt the audited consolidated financial statements of the Company and the
	reports of the directors (the "Directors") and independent auditors of the Company for the
	year ended 30 April 2020.
2.	(a)	To re-elect Mr. Choi Ching Shing as an executive Director;
	(b)	To re-elect Mr. Cüneyt Bülent Bilâloğlu as an independent non-executive Director;
	(c)	To authorise the board of Directors (the "Board") to fix the Company Directors'
		remuneration.
3.	To re-appoint Deloitte Touche Tohmatsu as independent auditor of the Company and to
	authorise the Board to fix its remuneration.
4.	To give a general mandate to the Board to allot, issue and deal with the Company's shares (the
	"Shares").
5.	To give a general mandate to the Board to repurchase the Shares.
6.	To extend the general mandate granted to the Board to allot, issue and deal with additional
	Shares by adding the aggregate number of Shares repurchased by the Company.

For the full text of the proposed resolutions, please refer to the notice convening the annual general meeting as contained in the Company's circular dated 23 September 2020.

Dated this

day of

2020.

Signature (Note 7):

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. Any member of the Company ("Members") 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, and the proxy need not be a Member but must attend the meeting in person to represent the Member.
4. If any proxy other than the chairman of the meeting is preferred, please strike out the words "THE CHAIRMAN OF THE MEETING" and insert the name and address of the proxy desired in the space provided. A Member 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 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, PLEASE TICK THE APPROPRIATE BOXES MARKED "FOR". IF YOU WISH TO VOTE AGAINST ANY RESOLUTIONS, PLEASE 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 present in person (in the case of a Member being a corporation, by its duly authorised 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 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 authorised 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 authorised.
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 certified copy thereof, must be deposited at the Company's branch share registrar in Hong Kong, Boardroom Share Registrars (HK) Limited at 2103B, 21/F, 148 Electric Road, North Point, Hong Kong not later than 48 hours before the time fixed for holding this meeting 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.
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.

PERSONAL INFORMATION COLLECTION STATEMENT

"Personal Data" in this proxy form has the same meaning as "personal data" in the Personal Data (Privacy) Ordinance, Chapter 486 of the Laws of Hong Kong (the "PDPO"), which includes your and your proxy's name and address.

Your and your proxy's Personal Data provided in this proxy form will be used in collection with processing your request for the appointment of a proxy to attend, act and vote on your behalf as directed above at the Annual General Meeting. The supply of your and your proxy's Personal Data is on a voluntary basis. However, we may not be able to process your request unless you provide us with your and your proxy's Personal Data.

Your and your proxy's Personal Data will be disclosed or transferred to the Company's branch share registrar and transfer office in Hong Kong and/or other companies or bodies for the purpose stated above, or when it is required 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 purpose.

By providing your proxy's Personal Data in this proxy form, you should have obtained the express consent (which has not been withdrawn in writing) from your proxy in using his/her Personal Data provided in this proxy form and that you have informed your proxy of the purpose for and the manner in which his/her Personal Data may be used.

You/your proxy have/has the right to request access to and/or correction of your/your proxy's Personal Data respectively in accordance with the provisions of the PDPO. Any such request for access to and/or correction of your/your proxy's Personal Data should be in writing by mail to the Company/Tricor Investor Services Limited at the above address.