Zhongliang : PROXY FORM FOR THE ANNUAL GENERAL MEETING TO BE HELD ON THURSDAY, 3 JUNE 2021

Zhongliang Holdings Group Company Limited

中 梁 控 股 集 團 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 2772)

PROXY FORM FOR THE ANNUAL GENERAL MEETING

TO BE HELD ON THURSDAY, 3 JUNE 2021

I/We(Note 2)					(name)
of				(address)
being the registered holder(s) of		shares (Note 3)

in the issued share capital of Zhongliang Holdings Group Company Limited (the ''Company'') hereby appoint the chairman of the meeting (Note 4)

or			(name)
of		(address)

as my/our proxy(ies) to attend and vote for me/us and on my/our behalf at the annual general meeting (the ''AGM'') to be held at 8/F., Wheelock House, 20 Pedder Street, Central, Hong Kong on Thursday, 3 June 2021 at 10:00 a.m. or any adjournment thereof as hereunder indicated in respect of the resolutions set out in the notice of the AGM dated 3 May 2021, or, if no such indication is given, as my/our proxy thinks fit.

ORDINARY RESOLUTIONS

FOR (Note 5)

AGAINST (Note 5)

1. To receive the audited consolidated financial statements of the Company and the reports of the board (the ''Board'') of directors (the ''Directors'') and auditor for the year ended 31 December 2020.
2. To declare a final dividend of HK32.5 cents per share for the year ended 31 December 2020 out of the share premium account of the Company.

3. (A) To re-elect Mr. Yang Jian as an executive Director.

(B) To re-elect Mr. Wu Xiaobo as an independent non-executive Director.

(C) To re-elect Mr. Au Yeung Po Fung as an independent non-executive Director.

(D) To authorise the Board to fix the Directors' remuneration.

1. To re-appoint Ernst & Young as auditor of the Company and to authorise the Board to fix its remuneration.
2. To grant a general mandate to the Directors 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.
3. To grant a general mandate to the Directors to buy back shares of the Company not exceeding 10% of the total number of issued shares of the Company as at the date of passing this resolution.
4. To extend, conditional upon the above ordinary resolution nos. 5 and 6 being duly passed, the general mandate to be granted to the board of directors of the Company to issue and allot shares of the Company.

Date

2021

Signature (Note 6)

Notes:

1. Please delete as appropriate and insert the number of shares of the Company registered in your name(s) to which this proxy form relates. If a number is inserted, this proxy form will be deemed to relate only to those shares. If no number is inserted, this proxy form will be deemed to relate to all the shares of the Company registered in your name(s).
2. Full name(s) and address(es) to be inserted in BLOCK CAPITALS. The names of all joint registered shareholders should be stated.
3. Please insert the number of shares registered in your name(s) and delete as appropriate.
4. If any proxy other than the chairman of the AGM 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. Any shareholder of the Company entitled to attend and vote at the AGM is entitled to appoint a proxy to attend and vote instead of him. A proxy need not be a shareholder of the Company. If more than one proxy is appointed, the number of shares in respect of which each such proxy so appointed must be specified. Every shareholder present in person or by proxy shall be entitled to one vote for each share held by him.
5. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, PLEASE PUT A TICK (''✓'') IN THE BOX MARKED ''FOR''. IF YOU WISH TO VOTE AGAINST A RESOLUTION, PLEASE PUT A TICK (''✓'') IN THE BOX MARKED ''AGAINST''. If no direction is given, your proxy may vote or abstain at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the AGM other than those referred to in the notice convening the AGM.
6. This proxy form must be signed by you or your attorney duly authorised in writing, or in the case of a corporation, must be either under its common seal or under the hand of a director or attorney duly authorised to sign the same. ANY ALTERATION MADE TO THIS PROXY FORM MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.
7. In 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 stand in the register of members of the Company.
8. In order to be valid, the proxy form together with the power of attorney or other authority, if any, under which it is signed or a certified copy of that power of attorney or authority, must be deposited at the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the AGM (i.e. not later than 10:00 a.m. on Tuesday, 1 June 2021 (Hong Kong Time)) or the adjourned meeting (as the case may be).
9. Delivery of the proxy form shall not preclude you from attending and voting at the AGM or at any adjourned meeting thereof and, in such event, the instrument appointing a proxy shall be deemed to be revoked.