Yunfeng Financial : FORM OF PROXY FOR USE AT THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON 9 OCTOBER 2020

Yunfeng Financial Group Limited

雲 鋒 金 融 集 團 有 限 公 司

(Incorporated in Hong Kong with limited liability)

(Stock Code: 376)

FORM OF PROXY FOR USE AT THE EXTRAORDINARY GENERAL MEETING

TO BE HELD ON 9 OCTOBER 2020

I/We (1),

of (1)

being the registered holder(s) of (2)		shares of
Yunfeng Financial Group Limited (the "Company") HEREBY APPOINT (3&4)
of
or failing him (3 & 4)

of

or failing him, the chairman of the meeting as my/our proxy to act for me/us at the extraordinary general meeting (or at any adjournment thereof) of the Company to be held at Suites 3206-3208, One Exchange Square, 8 Connaught Place, Central, Hong Kong on 9 October 2020 at 10:30 a.m., or in the event that a black rainstorm warning or a tropical cyclone warning signal number 8 or above is hoisted or remains hoisted at 8:30 a.m. or any time after 8:30 a.m. on that day, at the same time and place on the first Business Day (as defined in note (5) below) after 9 October 2020, and to vote on my/our behalf as directed below or, if no such direction is given, as my/our proxy thinks fit.

Ordinary Resolution

For (6)

Against (6)

1. (a) the subscription agreement dated 7 September 2020 entered into between the Company and Jade Passion Limited ("Jade Passion") (the "Jade Passion Subscription Agreement") and the transactions contemplated thereunder be and are hereby approved, ratified and confirmed;

1. the subscription agreement dated 7 September 2020 entered into between the Company and MassMutual International LLC ("MassMutual") (the "MassMutual Subscription Agreement") and the transactions contemplated thereunder be and are hereby approved, ratified and confirmed;
2. the board of directors of the Company (the "Directors") be and is hereby authorized and granted a specific mandate (the "Specific Mandate") to allot and issue to Jade Passion 484,665,279 new shares of the Company, and to allot and issue to MassMutual 160,000,000 new shares of the Company, in each case at the subscription price of HK$3.17 per share in accordance with the terms and conditions of the Jade Passion Subscription Agreement and the MassMutual Subscription Agreement; and
3. any one or more of the Directors be and are hereby authorized to sign, seal, execute and deliver all such documents and deeds, and do all such acts, matters and things as they may in their discretion consider necessary, desirable or expedient to give effect to and/or to implement the Jade Passion Subscription Agreement, the MassMutual Subscription Agreement, the Specific Mandate and the transactions contemplated thereunder.

Date:

2020

Signature (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 of the Company registered in your name(s).
3. A member of the Company entitled to attend and vote at the meeting shall be entitled to appoint one or more proxies to attend, speak and, on a poll, vote instead of him, provided that each proxy is appointed to represent the respective number of shares held by the shareholder as specified in the relevant proxy form. The proxy need not be a member of the Company but must attend the meeting in person to represent you.
4. Please insert the name and address of the proxy desired and strike out the words "or failing him, the chairman of the meeting". IF YOU DO NOT STRIKE OUT SUCH
   WORDS AND YOUR PROXY DOES NOT ATTEND THE MEETING OR NO NAME IS INSERTED, THE CHAIRMAN OF THE MEETING WILL ACT AS YOUR PROXY.
5. "Business Day" means any day (excluding a Saturday) on which no black rainstorm warning or a tropical cyclone warning signal number 8 or above is hoisted or remains hoisted at 8:30 a.m. on that day and on which banks in Hong Kong are generally open for business. If a black rainstorm warning or a tropical cyclone warning signal number 8 or above is hoisted at 8:30 a.m. or any time after 8:30 a.m. on 9 October 2020, the extraordinary general meeting will not be held on that day but will be held at the same time and place on the first Business Day after 9 October 2020 instead.
6. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, PLEASE PLACE A "✓" IN THE RELEVANT BOX MARKED "FOR". IF YOU WISH TO VOTE AGAINST A RESOLUTION, PLEASE PLACE A "✓" IN THE RELEVANT BOX MARKED "AGAINST". In the absence of such indication, your proxy will be entitled 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 this meeting.
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 under its common seal or under the hand of an officer, attorney or other person duly authorized to sign.
8. In the case of joint holders of a share the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders and for this purpose seniority shall be determined by the order in which the names stand in the register in respect of the joint holding.
9. To be valid, this form of proxy together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy thereof, must be deposited at the share registrar of the Company, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not less than 48 hours (excluding any part of a day that is a public holiday) before the time appointed for holding the meeting or any adjournment thereof.
10. Any alteration made to this form of proxy must be initialled by the person who signs it.
11. Completion and deposit of the form of proxy will not preclude you from attending and voting at the extraordinary general meeting if you so wish.

PERSONAL INFORMATION COLLECTION STATEMENT

1. "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 ("PDPO").
2. Your supply of Personal Data to the Company is on a voluntary basis. If you fail to provide sufficient information, the Company may not be able to process your appointment of proxy and instructions.
3. Your Personal Data may be disclosed or transferred by the Company to its subsidiaries, its share registrar, and/or other companies or bodies for any of the stated purposes, and retained for such period as may be necessary for our verification and record purposes.
4. 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 to Personal Data Privacy Officer of Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong.