FRONTAGE HOLDINGS CORPORATION

方達控 股公司 *

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1521)

REVISED FORM OF PROXY FOR THE ANNUAL GENERAL MEETING

TO BE HELD AT 1227 ZHANGHENG ROAD, BUILDING 2, ZHANGJIANG HI-TECH PARK, SHANGHAI, CHINA ON THURSDAY, MAY 27, 2021 AT 10:00 A.M.

I/We(Note 1)

of

being the

registered holder(s) of

shares(Note 2) of US$0.00001 each (the "Shares") of Frontage Holdings Corporation

(the "Company"), HEREBY APPOINT the Chairman of the meeting(Note 3) or

of

as my/our proxy to attend and vote for me/us and on my/our behalf at the annual general meeting (the "AGM") of the Company to be held at 1227 Zhangheng Road, Building 2, Zhangjiang Hi-Tech Park, Shanghai, China on Thursday, May 27, 2021 at 10:00 a.m. (or at any adjournment thereof).

Please tick ("") the appropriate boxes to indicate you wish your vote(s) to be cast(Note 4).

ORDINARY RESOLUTIONS

FOR

AGAINST

1.

To receive and adopt the audited consolidated financial statements of the Company and the

reports of the directors (the

"Directors") and auditor of the Company for the year ended December 31, 2020.

2(a).

To re-elect Dr. Song Li as an executive Director.

2(b).

To re-elect Mr. Jun Gao as a non-executive Director.

2(c).

To re-elect Mr. Yifan Li as an independent non-executive Director.

2(d).

To authorize the board of Directors (the "Board") to fix the respective Directors' remuneration.

3.

To appoint BDO Limited as the Company's auditor and to authorize the Board to fix their remuneration.

4.

To grant a general and unconditional mandate to the Directors to repurchase Shares not exceeding 10% of the total number of

Shares as at the date of passing of this resolution.

5.

To grant a general and unconditional mandate to the Directors to issue, allot and deal with additional shares of the Company not

exceeding 20% of the total number of Shares as at the date of passing of this resolution.

6.

To grant the Board an authorization to grant awards pursuant to the post-IPO share incentive plan adopted by the Company on May

11, 2019 not exceeding 200,764,091 Shares, being 9.80% of the total number of issued Shares as at the date of passing of this

resolution and to authorize the Board to allot, issue and deal with Shares in respect of which awards are granted.

7(a).

To grant a specific mandate to the Directors to allot and issue the Connected Awarded Shares (as defined in the notice of the AGM).

7(b).

To authorize any one of the Directors for and on behalf of the Company to take any action to carry out the allotment and issue

of the Connected Awarded Shares under the specific mandate and the transactions contemplated thereunder.

8.

To grant 1,250,000 Connected Awarded Shares pursuant to and subject to the terms and conditions of the 2021 Share Award Scheme

(as defined in the notice of the AGM) and the grant letter issued by the Company to Dr. Zhihe Li, to Dr. Zhihe Li.

9.

To grant 1,850,000 Connected Awarded Shares pursuant to and subject to the terms of the 2021 Share Award Scheme and the grant

letter issued by the Company to Dr. Song Li, to Dr. Song Li.

10.

Conditional upon resolutions 4 and 5 being passed, to extend the general mandate granted to the Directors to issue, allot and deal

with additional Shares by the aggregate number of Shares repurchased by the Company.

Date:

2021

Signature(s)(Note 5)

Notes:

  1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS.
  2. Please insert the number of shares 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). If more than one proxy is appointed, the number of shares in respect of which each such proxy so appointed must be specified.
  3. If any proxy other than the Chairman of the meeting is preferred, please strike out the words "the Chairman of the meeting" and insert the name and address of the proxy desired in the space provided. Any shareholder of the Company entitled to attend and vote at the AGM is entitled to appoint a proxy to attend and on a poll, vote instead of him. A member who is the holder of two or more shares may appoint more than one proxy. A proxy need not be a shareholder of the Company.
  4. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, PLEASE TICK ("") THE BOX MARKED "FOR". IF YOU WISH TO VOTE AGAINST A RESOLUTION, PLEASE TICK ("") THE BOX MARKED "AGAINST". If no direction is given, your proxy will vote or abstain at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the AGM other than those referred to in the notice convening the AGM.
  5. This form of proxy must be signed by you or your attorney duly authorized in writing. In case of a corporation, the same must be either under its common seal or under the hand of an officer or attorney so authorized. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.
  6. In 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 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. In order 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 Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not less than 48 hours before the time appointed for the meeting (i.e. no later than 10:00 a.m. on Tuesday, May 25, 2021 (Hong Kong time)) (the "Closing Time") or the adjourned meeting (as the case may be).
  8. Completion and delivery of the form of proxy will not preclude you from attending and voting at the AGM if you so wish.
  9. If you wish to appoint a proxy to attend and vote at the AGM on your behalf and if you have not yet returned the first proxy form published on April 23, 2021 (the "First Proxy Form") to the Company, you should complete, sign and return this revised form of proxy (the "Revised Proxy Form") to Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong no later than the Closing Time. In this case, the First Proxy Form should not be submitted to the Company.
  10. If you wish to appoint any proxy to attend and vote at the meeting on your behalf, and have already duly completed and submitted the First Proxy Form to the Company, you should note that:
    1. if no Revised Proxy Form is submitted to the Company by the Closing Time, the First Proxy Form correctly completed and duly lodged will be treated as a valid proxy form submitted by you. However, the relevant items of the ordinary resolutions 2(b) and 2(c) in the First Proxy Form will not be counted and will be deemed invalid;
    2. if this Revised Proxy Form is duly completed and submitted to the Company by the Closing Time, such Revised Proxy Form will revoke and supersede the First Proxy Form submitted by you. Such Revised Proxy Form will be treated as a valid proxy form submitted by you; and
    3. if this Revised Proxy Form is submitted to the Company after the Closing Time, such Revised Proxy Form will be invalid and the validity of the First Proxy Form correctly completed and duly submitted by you will not be affected.

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 AGM 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 Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong or by email to info@hk.tricorglobal.com.

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Disclaimer

Frontage Holdings Corporation published this content on 28 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 28 April 2021 13:57:03 UTC.