Qingdao International : Form of proxy for use at the Special General Meeting to be held on Tuesday, 13 April 2021

QINGDAO HOLDINGS INTERNATIONAL LIMITED ڡࢥછٰ਷ყϞࠢʮ̡*

(Incorporated in Bermuda with limited liability)

(Stock Code: 00499)

Form of proxy for use at the Special General Meeting to be held on Tuesday, 13 April 2021

I/We(1)

of being a member of Qingdao Holdings International Limited (the "Company") and the registered holder(s) of shares(2) of HK$0.1 each in the capital of the Company, HEREBY APPOINT THE CHAIRMAN OF THE MEETING ,or (3)

of as my/our proxy to attend on my/our behalf the special general meeting (or any adjournment of such meeting) of the Company (the "Meeting") to be held at Unit Nos. 9-11, 26th Floor, Tower 1, Admiralty Centre, No. 18 Harcourt Road, Hong Kong on Tuesday, 13 April 2021 at 11:00 a.m. for the purpose of considering and, if thought fit, passing, with or without modification, the resolutions as set out in the notice convening the Meeting and at the Meeting (or any adjournment thereof) to vote for me/us and in my/our name(s) in respect of such resolutions as hereunder indicated, or if no such indication is given, as my/our proxy thinks fit.

ORDINARY RESOLUTIONS

FOR(4)

AGAINST(4)

• 1. (a) To approve, confirm and ratify the Sale and Purchase Agreement and the transactions contemplated thereunder;

  • (b) To approve the issue of the Consideration CB;

  • (c) To grant a specific mandate to allot and issue the Conversion Shares in accordance with the terms and conditions of the Sale and Purchase Agreement; and

  • (d) To authorise any Director(s) (or any two Directors or one Director and the secretary of the Company, in the case of execution of documents under seal) to do such acts and things, to execute all such other documents, instruments and agreements and to do all such acts or things deemed by him/her to be incidental to, ancillary to or in connection with the matters contemplated in the Sale and Purchase Agreement, the issue of the Consideration CB and the issue of the Conversion Shares and any of the transactions contemplated thereunder and the implementation thereof including the affixing of seal thereon.

• 2. (a) To approve the Rights Issue;

  (b) To approve, confirm and ratify the Underwriting Agreement and the transactions contemplated thereunder;

  (c) To authorise any Director(s) to allot and issue the Rights Shares pursuant to and in connection with the Rights Issue, in particular:

  • (i) To approve the offer, allotment or issuance of the Rights Shares pursuant to and in connection with the Rights Issue otherwise than pro rata to the Qualifying Shareholders and, to authorise any Director(s) to make exclusions or other arrangements in relation to the Overseas Shareholders as he/she may deem necessary, desirable or expedient; and

  • (ii) To approve and allow the Qualifying Shareholders to subscribe for excess Rights Shares under the forms of application; and

• (d) To authorise any Director(s) to do all such acts and things, sign and execute all such documents and to take such steps as he/she may in his/her absolute discretion, consider necessary, appropriate, desirable or expedient to implement or to give effect to or in connection with the Rights Issue and the transactions contemplated thereunder.

Date: 2021

Signature(s)(5):

Notes:

1. 2.

Full name(s) and address(es) must be inserted in BLOCK CAPITALS.

Please insert the number of shares registered in your name(s) to which this form of proxy relates. 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.

If any proxy other than the Chairman is preferred, strike out "THE CHAIRMAN OF THE MEETING" and insert the name and address of the proxy desired in the space provided. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

4.

IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTIONS, TICK THE APPROPRIATE BOXES MARKED "FOR". IF YOU WISH TO VOTE AGAINST THE RESOLUTIONS, TICK THE APPROPRIATE BOXES MARKED "AGAINST". Failure to complete any or all boxes will entitle your proxy to cast his 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 the one referred to in the notice convening the Meeting.

5.

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 under its seal or under the hand of an officer, attorney or other person duly authorised.

6.

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 the 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.

7.

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 certified copy thereof, must be deposited at the Company's branch share registrar and transfer office in Hong Kong, Tricor Secretaries Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong no later than 48 hours before the time appointed for holding the Meeting (or any adjournment thereof).

8. A proxy need not be a member of the Company but must attend the Meeting in person to represent you.

9. 10.

Completion and return of this form of proxy will not preclude you from attending and voting at the Meeting in person. In such event, the instrument appointing a proxy shall be deemed to be revoked.

Full text of the ordinary resolutions is set out in the notice of the special general meeting incorporated in the circular of the Company dated 24 March 2021 which is sent to the shareholders of the Company together with this form of proxy.

PERSONAL INFORMATION COLLECTION STATEMENT

Your supply of your and your proxy's (or proxies') name(s) and address(es) is on a voluntary basis for the purpose of processing your request for the appointment of a proxy (or proxies) and your voting instructions for the Meeting of the Company (the "Purposes"). We may transfer your and your proxy's (or proxies') name(s) and address(es) to our agent, contractor, or third party service provider who provides administrative, computer and other services to us 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. Your and your proxy's (or proxies') name(s) and address(es) will be retained for such period as may be necessary to fulfil the Purposes. Request for access to and/or correction of the relevant personal data can be made in accordance with the provisions of the Personal Data (Privacy) Ordinance and any such request should be in writing by mail to the Company/the Company's branch share registrar and transfer office in Hong Kong, Privacy Compliance Officer of Tricor Secretaries Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong.

*

For identification purposes only