(Incorporated in the Cayman Islands with limited liability)

(Stock code: 00612)

PROXY FORM FOR USE AT THE ANNUAL GENERAL MEETING

TO BE HELD ON THURSDAY, 13 MAY 2021

I/We1 of

being the registered holder(s) of2

shares of HK$0.05 each in the share capital of

China Ding Yi Feng Holdings Limited (the ''Company'') HEREBY APPOINT3

of

or failing him, the chairman of the annual general meeting of the Company (the ''Annual General Meeting'') as my/our proxy to act for me/us and to vote for me/us and on my/our behalf at the Annual General Meeting (or any adjourned meeting) to be held at Emerald, Level 8, The Ritz-Carlton, Hong Kong, International Commerce Centre, 1 Austin Road West, Kowloon, Hong Kong on Thursday, 13 May 2021 at 3 : 00 p.m. or any adjournment thereof for the purpose of considering and, if thought fit, passing the resolutions as set out in the notice of the Annual General Meeting dated 14 April 2021 as indicated below, and, if no such indication is given, as my/our proxy thinks fit.

Ordinary Resolutions

FOR4

AGAINST4

1. To receive and consider the audited financial statements and the reports of the directors and auditors of the Company for the year ended 31 December 2020.

2.

(a)

To re-elect Mr. Zhang Aimin as independent non-executive director of the Company.

(b)

To re-elect Mr. Leung Ka Fai as non-executive director of the Company.

(c)

To re-elect Mr. Wang Mengtao as non-executive director of the Company.

(d)

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

  1. To re-appoint Confucius International CPA Limited as the auditors of the Company and to authorise the Board to fix their remuneration.
  2. To pass the ordinary resolution as described in No. 4 of the notice of the Annual General Meeting.
  3. To pass the ordinary resolution as described in No. 5 of the notice of the Annual General Meeting.
  4. To pass the ordinary resolution as described in No. 6 of the notice of the Annual General Meeting.
  5. To adopt the new share option scheme as described in No. 7 of the notice of the Annual General Meeting.
  6. To terminate the existing share option scheme as described in No. 8 of the notice of the Annual General Meeting.

Special Resolution

9. To pass the special resolution as described in No. 9 of the notice of the Annual General Meeting.

Dated this

day of

2021

Signature5

Notes:

  1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS.
  2. Please insert the number of shares of HK$0.05 each in 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 in the share capital of the Company registered in your name(s).
  3. Please insert the name and address of the proxy desired. If no name is inserted, the Chairman of the meeting will act as your proxy. A proxy need not be a member of the Company.
  4. Important: If you wish to vote for the resolution, tick in the appropriate box marked ''For''. If you wish to vote against the resolution, tick in the appropriate box marked ''Against''. Failure to tick a box will entitle your proxy to cast your 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 that referred in above.
  5. This proxy form must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, either under seal or under the hand of an officer or attorney or other person duly authorised.
  6. Where there are joint holders of any share, any one of such joint holder may vote at the meeting or any adjourned meeting, either in person or by proxy, in respect of such share as if he were solely entitled thereto, but if more than one of such joint holders be present at the meeting or any adjourned meeting, the vote of the senior who renders 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 of members in respect of the joint holdings.
  7. To be valid, this proxy form, together with the 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 branch share registrar and transfer office of the Company in Hong Kong, Tricor Standard Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not less than 48 hours before the time of the meeting or any adjourned meeting.
  8. Any alteration made to this proxy form must be initialled by the person who signs it.

PERSONAL INFORMATION COLLECTION STATEMENT

"Personal Data" in this statement has the same meaning as "personal data" defined in the Personal Data (Privacy) Ordinance, Chapter 486 of the Laws of Hong Kong (''PDPO''), which include your and your proxy's name and address. Your supply of the Personal Data is on a voluntary basis and for the purpose of processing your instructions as stated in this Proxy Form (the "Purposes"). If you fail to supply sufficient information, the Company may not be able to process your instructions. The Company may disclose or transfer the Personal Data to its subsidiaries, its Share Registrar and/or third party service provider who provides administrative, computer and other services to the Company for use in connection with the Purposes and to such parties who are authorised by law to request the information or are otherwise relevant for the Purposes and need to receive the information. The Personal Data will be retained for such period as may be necessary to fulfil the Purposes (including for verification and record purposes). Request for access to and/or correction of the Personal Data can be made in accordance with the provisions of the PDPO and any such request should be in writing and sent to the Privacy Compliance Officer of Tricor Standard Limited at the above address.

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Disclaimer

China Investment Fund International Holdings Limited published this content on 14 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 13 April 2021 22:40:05 UTC.