GREENTOWN MANAGEMENT HOLDINGS COMPANY LIMITED

綠城管理控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 09979)

Form of proxy for use by shareholders

at the Annual General Meeting to be held on 21 June 2021

I/We (Note 1)

of

being the registered holder(s) of (Note

2) share(s) of

HK$0.01 each in the capital

of

Greentown Management Holdings

Company Limited

(the "Company") HEREBY APPOINT (Note 3) the chairman of the Meeting,

or failing him

of

as my/our proxy to attend and vote for me/us and on my/our behalf at the annual general meeting (or at any adjournment thereof) (as the case may be) to be held at Greentown University, Block E, Xixi International Center, Hangzhou, China on Monday, 21 June 2021 at 10:00 a.m. (the "Meeting") in respect of the resolutions set out in the notice convening the Meeting (the "Notice") to vote for me/us and in my/our name(s) in respect of the resolutions as indicated below, and, if no such indication is given, as my/our proxy thinks fit.

ORDINARY RESOLUTIONS

FOR (Note 4)

AGAINST (Note 4)

1.

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

and the reports of the directors and of the auditors for the year ended 31 December 2020.

2.

To declare and pay to the shareholders of the Company a final dividend of RMB0.17 per

ordinary share of the Company for the year ended 31 December 2020.

3.

(a) To re-elect Mr. Guo Jiafeng as an non-executive director of the Company.

(b) To re-elect Mr. Li Jun as an executive director of the Company.

(c) To re-elect Mr. Lin Sanjiu as an executive director of the Company.

(d) To authorise the board of directors of the Company to fix the directors'

remuneration.

4.

To re-appoint Deloitte Touche Tohmatsu as auditors of the Company and to authorise the

board of directors of the Company to fix their remuneration.

5.

To grant a general mandate to the directors to repurchase the securities of the Company

not exceeding 10% of the total number of shares of the Company in issue as at the date

of the Meeting.

6.

To grant a general mandate to the directors to allot, issue and deal with the securities in

the capital of the Company not exceeding 20% of the total number of shares of the

Company in issue as at the date of the Meeting.

7.

To extend, conditional upon the passing of resolutions 5 and 6, the total number of

shares of the Company repurchased under resolution 5 to the mandate granted to the

directors under resolution 6.

Dated this

day of

2021

Signature(s) (Note 5):

Notes:

  1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS. The names of all joint registered holders should be stated.
  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 capital of the Company registered in your name(s).
  3. If any proxy other than the chairman of the Meeting is preferred, delete words "the chairman of the Meeting, or failing him" and insert the name and address of the proxy desired in the space provided. If no name is inserted, the chairman of the Meeting will act as your proxy.
  4. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, PLEASE TICK THE BOX MARKED "FOR". IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, PLEASE TICK THE BOX MARKED "AGAINST". Failure to tick a box will entitle your proxy to cast your vote 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 those referred to in the Notice.
  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 executed under its seal or under the hand of any officer or attorney or other person duly authorised to sign the same. In the case of joint holders, the signature of any one holder will be sufficient but the names of all the joint holders should be stated. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.
  6. In order to be valid, a form of proxy, together with any power of attorney or other authority, if any, under which it is signed, or a certified copy of such power or authority, must be deposited at 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, as soon as practicable but in any event not later than 48 hours (excluding any part of a day that is a public holiday) before the time for holding the Meeting.
  7. Where there are joint registered holders of any share(s) of the Company, any one of such persons may vote at the Meeting, either personally or by proxy, in respect of such share(s) as if he/she were solely entitled thereto, but if more than one of such joint holders are present at the Meeting, personally or by proxy, that one of the said persons so present whose name stands first on the register of members in respect of such share(s) shall alone be entitled to vote in respect thereof.
  8. The proxy need not be a member of the Company but must attend the Meeting in person to represent you.
  9. Completion and return of this form of proxy will not preclude you from attending and voting at the Meeting if you so wish and in such event, the proxy form shall be deemed to be revoked.

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 (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 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. You/your proxy (or proxies) has/have the right to request access to and/or correction of the relevant personal data in accordance with the provisions of the Personal Data (Privacy) Ordinance and any such request should be in writing by mail to Computershare Hong Kong Investor Services Limited at the above address.

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Greentown Management Holdings Company Ltd. published this content on 22 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 21 April 2021 22:53:01 UTC.