Asian Citrus : PROXY FORM FOR THE SPECIAL GENERAL MEETING TO BE HELD ON 8 APRIL 2021

ASIAN CITRUS HOLDINGS LIMITED ԭݲ؈ุછٰϞࠢʮ̡*

(Incorporated in Bermuda with limited liability)

(Stock Code: 73)

PROXY FORM FOR THE SPECIAL GENERAL MEETING

TO BE HELD ON 8 APRIL 2021

No. of shares to which this proxy form relates (Note 1)

I/We, (Note 2)

of being shareholder(s) of Asian Citrus Holdings Limited (the "Company") hereby appoint (Note 3) of

or failing him/her, the Chairman of the Meeting (as defined herein) to act as my/our proxy to attend and act for me/us on my/our behalf at the Special General Meeting (the "Meeting") of the Company to be held at United Conference Centre, Level 10, United Centre, 95 Queensway, Admiralty, Hong Kong on Thursday, 8 April 2021 at 9:00 a.m. Hong Kong time (or at any adjourned meeting thereof) for the purpose of considering and, if thought fit, passing the resolutions as set out in the notice convening the Meeting and at such Meeting (or at any adjourned meeting thereof) to vote for me/us and in my/our name(s) in respect of the resolutions as hereunder indicated, or if no such indication is given, as my/our proxy thinks fit.

ORDINARY RESOLUTIONS

For (Note 4)

Against (Note 4)

1.(a)

To approve the terms and conditions of the sale and purchase agreement (the "Sale and Purchase Agreement") dated 19 January 2021 entered into between Mr. Gao Xiwu and ଉέ̹ڿԳлྼุϞࠢ ʮ̡ (Shenzhen Guanjiali Industrial Limited*), a wholly owned subsidiary of the Company in the PRC, in relation to the acquisition of an industrial land and various buildings erected thereon located at the junction of Dongcun Road and Xingqiao Road, Longgang District, Shenzhen, Guangdong Province, the PRC (a copy of which has been produced to the Meeting marked "A" and signed by the chairman of the Meeting for the purpose of identification), and the transactions contemplated thereunder be and are hereby approved, confirmed, and/or ratified; and

(b)

To approve any one director of the Company (the "Director") be and is hereby authorised for and on behalf of the Company to execute all such other documents, instruments and to do all such acts or things as that director may in his absolute discretion deem appropriate to give effect to the Sale and Purchase Agreement and the transactions contemplated thereunder.

2.(a)

To approve the placing agreement (the "Placing Agreement") dated 19 January 2021 entered into between the Company and Cinda International Securities Limited in relation to the placing of up to a maximum of 1,250,000,000 new shares (the "Placing Shares") at the placing price of HK$0.08 per Placing Share and the transactions thereunder be and are hereby approved, confirmed, and/or ratified;

• (b) To approve conditional upon the listing committee of The Stock Exchange of Hong Kong Limited granting the listing of, and permission to deal in, the Placing Shares to be allotted and issued, the Directors be and are hereby granted a specific mandate (the "Specific Mandate") to allot, issue and deal with the Placing Shares on the term and subject to the conditions of the Placing Agreement, which shall be valid until 30 June 2021 provided that such Specific Mandate being additional to and not prejudicing or revoking any general or specific mandate(s) which has/have been granted or may from time to time be granted to the Directors by the shareholders of the Company prior to the passing of this resolution; and

• (c) To approve any one Director be and is hereby generally and unconditionally authorised to do all such acts or things and execute (including under common seal where applicable) and deliver all such documents, instruments and agreements which he considers necessary, desirable or expedient to give effect to or otherwise in connection with the Placing Agreement and the transactions contemplated thereunder, and the allotment and issue of the Placing Shares under the Specific Mandate, and to agree to such variation, amendments or waiver of matters relating thereto as are, in the opinion of the Directors, in the interests of the Company.

3.(a)To approve the authorised share capital of the Company be and is hereby increased from HK$20,000,000 divided into 2,000,000,000 shares of HK$0.01 each (the "Shares") to HK$50,000,000 divided into 5,000,000,000 Shares by creating an additional 3,000,000,000 Shares (the "Increase in Authorised Shares Capital"); and

(b)

To approve any one Director be and is hereby authorised to do all such acts and things and execute all such documents which he considers necessary, desirable or expedient for the purpose of, or in connection with, the implementation of and giving effect to the Increase in Authorised Share Capital.

Dated this

day of 2021

Signature(s) (Note 5)

* For identification purposes onlyNotes:

1.

Please insert the number of shares registered in your name(s) to which this proxy form relates. If no number is inserted, this proxy form will be deemed to relate to all the shares in the capital of the Company registered in your name(s).

2.

Please insert your full name(s) and address(es) in BLOCK CAPITALS. Only one of the joint registered holders needs to sign (but see note 6 below).

3.

A shareholder may appoint one or more proxies to attend and vote in his/her stead. A proxy does not need to be a shareholder of the Company but must attend the Meeting to represent you. 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.

4.

IMPORTANT: IF YOU WISH TO VOTE FOR THE RELEVANT RESOLUTION, PLEASE TICK IN THE BOX MARKED "FOR". IF YOU WISH TO VOTE AGAINST THE RELEVANT RESOLUTION, PLEASE TICK IN THE BOX MARKED "AGAINST". If you do not indicate how you wish your proxy to vote, your proxy will be entitled to vote at his/her discretion. Your proxy will also be entitled to vote at his/her discretion on any resolutions properly put to the Meeting other than those referred to in the notice convening the Meeting.

5.

This proxy form must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must be executed either under its common seal or under the hand of an officer or attorney or other person duly authorised.

6.

Where there are joint registered holders of any share, any one of such persons may vote at the Meeting, either personally or by proxy in respect of such share as if he/she were solely entitled thereto; but if more than one of such joint holders is present at the Meeting personally or by proxy, such person so present whose name stands first on the Register of Members of the Company in respect of such share shall alone be entitled to vote in respect thereof.

7.

To be effective, the Form of Proxy and any power of attorney or other authority under which it is signed (or a notarially certified copy of such authority) must be deposited with the Company's branch share registrar in UK, Computershare Investor Services (Jersey) Limited, c/o The Pavilions, Bridgwater Road, Bristol BS99 6ZY, United Kingdom by 5:00 p.m. UK time on Wednesday, 31 March 2021 or 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 not less than 48 hours before the time of the holding of the Meeting or any adjournment thereof.

8.

ANY ALTERATION MADE TO THIS PROXY FORM MUST BE DULY INITIALLED BY THE PERSON(S) WHO SIGN(S) IT.

9.

Completion and return of this proxy form will not preclude you from attending and voting in person at the Meeting (or any adjourned meeting thereof) if you so wish. In the event that you attend the Meeting after having lodged this proxy form as indicated above, this proxy form will be deemed to have been revoked.

PERSONAL INFORMATION COLLECTION STATEMENT

(i)

"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").

• (ii) Your supply of Personal Data to the Company is on a voluntary basis. The Company may not be able to process your appointment of proxy and instructions if you fail to provide sufficient information.

• (iii) 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.

• (iv) You have the right to the 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 the Privacy Compliance Officer of the branch share registrar of the Company in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong or the branch share registrar of the Company in UK, Computershare Investor Services (Jersey) Limited, c/o The Pavilions, Bridgwater Road, Bristol BS99 6ZY, United Kingdom.