Vestate : FORM OF PROXY

I/We,(1)

of

being the registered holder(s) of(2)

ordinary

shares

of

HK$0.10 each in the capital of Vestate Group Holdings Limited

(the "Company"), HEREBY APPOINT(3) the chairman

of the

ORDINARY RESOLUTIONS(10)

For(4)

AGAINST(4)

1

To receive and consider the audited consolidated financial statements and the reports of

the directors and auditor of the Company for the year ended 31 March 2020.

2(a)

(i)

To re-elect Mr. KANG Jianming as an executive director of the Company.

(ii)

To re-elect Mr. YIN Wansun as an executive director of the Company.

(iii) To re-elect Mr. CHAU Wai Hing as an independent non-executive director of the

Company.

2(b)

To authorize the board of directors of the Company to fix the directors' remuneration.

3

To re-elect CCTH CPA Limited as auditor of the Company and authorize the board of

directors of the Company to fix their remuneration.

4

To grant a general mandate to the directors of the Company to issue shares up to 20%.

5

To grant a general mandate to the directors of the Company to repurchase shares up to

10%.

6

To extend the share issue mandate given to the directors of the Company.

Signature(5):

Dated this

day of

2020

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) 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 of the meeting is preferred, please delete the words "the chairman of the meeting or" and insert the name and address of the proxy desired in the

space provided. Any alteration made to this form of proxy must be initialed by the person(s) who sign(s) it.

4.

Please indicate with an "✔" in the appropriate space beside each of the resolutions how you wish the proxy to vote on your behalf. If this form is returned duly signed, but without any

indication, the proxy will vote for or against the resolution or will abstain, at his discretion.

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 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 holders. For this

purpose seniority is determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.

7.

To be valid, this form of proxy together with any 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 Company's Hong Kong branch share registrar, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not later than

2:30 p.m. on Monday, 28 September 2020 (Hong Kong time), being 48 hours before the time appointed for the holding the above meeting or any adjournment meeting thereof.

8.

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

9.

The chairman of the meeting will demand a poll on each of the resolutions submitted for determination at the above meeting. On a poll, every member present in person or by a duly

authorized corporate representative or by proxy shall have one vote for every share held by him/her.

10.

The description of the resolutions is by way of summary only. Please refer to the notice of annual general meeting dated 14 August 2020 for the full text of the resolutions.