(Incorporated in Hong Kong with limited liability)

(Stock Code: 363)

Form of Proxy for use at the Annual General Meeting to be held on 25 May 2021

I/We (Note 1)

of

being the registered holder(s) of

shares (Note 2) of Shanghai

Industrial Holdings Limited (the "Company") HEREBY APPOINT THE

CHAIRMAN OF THE MEETING (Note 3)

or

of

as my/our proxy to vote and act for me/us at the Annual General Meeting (and at any adjournment thereof) of the Company to be held at the Ballroom, 1st Floor, South Pacific Hotel, 23 Morrison Hill Road, Wanchai, Hong Kong on Tuesday, 25 May 2021 at 3:00 p.m.* for the purpose of considering and, if thought fit, passing the Resolutions set out in the Notice convening the said Meeting and at such Meeting (and at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of the Resolutions as indicated

below (Note 4).

Resolutions

For

Against

1.

To adopt the audited consolidated Financial Statements and the Reports

of the Directors and the Auditor for the year ended 31 December 2020.

2.

To declare a final dividend.

3.

a. To re-elect Mr. Shen Xiao Chu as Director.

b. To re-elect Mr. Xu Bo as Director.

c. To re-elect Mr. Cheng Hoi Chuen, Vincent as Director.

d. To authorize the Board to fix the Directors' remuneration.

4.

To re-appoint Messrs. Deloitte Touche Tohmatsu as Auditor and to

authorize the Directors to fix Auditor's remuneration.

5.

To give a general mandate to the Directors to repurchase shares not

exceeding 10% of the total issued shares.

6.

To give a general mandate to the Directors to allot, issue and deal with

additional shares not exceeding 20% of the total issued shares.

7.

To extend the general mandate granted to the Directors to issue shares by

the number of shares repurchased.

Date this

day of

2021

Signed (Note 5):

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 in the Company registered in your name(s).
  3. If any proxy other than the Chairman is preferred, strike out "THE CHAIRMAN OF THE MEETING" here inserted 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 the boxes will entitle your proxy to cast his votes 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 the Meeting.
  5. 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 executed under its common seal or under the hand of an officer or attorney duly authorized.
  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 first in the Register of Members.
  7. To be valid, this form of proxy together with the power of attorney or other authority under which it is signed or a notarially certified copy thereof, must be deposited at the registered office of the Company at 26th Floor, Harcourt House, 39 Gloucester Road, Wanchai, Hong Kong not less than 48 hours before the time for holding the Meeting or adjourned meeting(s) or poll (as the case may be).
  8. The proxy need not be a member of the Company but must attend the Meeting in person to represent you.
  9. Completion and delivery of the form of proxy will not prelude you from attending and voting at the Annual General Meeting if you so wish, in such event, the instrument appointing a proxy shall be deemed to be revoked.
  10. This form of proxy is available for viewing on the HKExnews website of The Stock Exchange of Hong Kong Limited at www.hkexnews.hk and the Company's website at www.sihl.com.hk.
  • As control and precautious measures for the epidemic, no refreshment nor food pack nor souvenir will be provided to shareholders or guests of the Meeting.

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Disclaimer

SIHL - Shanghai Industrial Holdings Ltd. published this content on 16 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 16 April 2021 04:30:02 UTC.