Ming Yuan Cloud : FORM OF PROXY FOR USE AT THE ANNUAL GENERAL MEETING

Ming Yuan Cloud Group Holdings Limited

明源雲集團控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 909)

FORM OF PROXY FOR USE AT THE ANNUAL GENERAL MEETING

I/We (Name)				(Block capitals)
of (Address)
being the holder(s) of		(see Note 1) shares of HK$0.0001 each in the share capital of Ming Yuan Cloud Group

Holdings Limited (the "Company") hereby appoint (Name)

of (Address)

or failing him/her, (Name)

of (Address)

or failing him/her, the chairman of the meeting (see Note 2) as my/our proxy to attend and vote for me/us and on my/our behalf at the Annual General Meeting of the Company to be held at Room New York, 501-509 East Block, Skyworth Semiconductor Design Building, 18 Gaoxin South 4th Road, Gaoxin Community, Yuehai Subdistrict, Nanshan District, Shenzhen, the PRC on Friday, June 11, 2021 at 10:30 a.m. and at any adjournment thereof or on any resolution or motion which is proposed thereat. My/Our proxy is authorised and instructed to vote as indicated (see Note 3) in respect of the undermentioned resolutions:

Ordinary Resolutions (see Note 3)

For

Against

1.

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

reports of the directors of the Company (the "Directors") and independent auditor of the

Company (the "Auditor") for the year ended December 31, 2020.

2.

To declare a final dividend of RMB0.07 per share (equivalent to HK$0.083) of the

Company for the year ended December 31, 2020.

3.

(a)

To re-elect the following retiring Directors:

(i)

Mr. Jiang Haiyang as an executive Director;

(ii)

Mr. Chen Xiaohui as an executive Director; and

(iii)

Mr. Jiang Keyang as an executive Director.

(b)

To authorise the board of Directors (the "Board") to fix the remuneration of the

Directors.

4.

To re-appoint PricewaterhouseCoopers as Auditor and to authorise the Board to fix their

remuneration for the year ending December 31, 2021.

5.

(A)

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

shares not exceeding 20 per cent of the aggregate number of the issued shares of the

Company.

(B)

To give a general mandate to the Directors to repurchase shares not exceeding 10 per

cent of the aggregate number of the issued shares of the Company.

(C)

To extend the authority given to the Directors pursuant to ordinary resolution

numbered 5(A) to issue shares by adding thereto the number of shares repurchased

under ordinary resolution numbered 5(B).

6.

To approve the adoption the share option scheme and to authorise the Board to grant

options thereunder and to allot and issue shares pursuant to exercise of options.

Dated this

day of

, 2021

Signature(s)

(see Note 5)

Notes:

1. 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).
2. A member may appoint more than one proxy of his/her own choice if the member is the holder of two or more shares. If such an appointment is made, strike out the words "the chairman of the meeting", and insert the name(s) of the person(s) appointed as proxy in space provided. Any alteration made to this form of proxy must be initialed by the person who signs it.
3. 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 convening the meeting.
4. If the appointor is a corporation, this form must be under common seal or under the hand of an officer, attorney, or other person duly authorised on that behalf.
5. 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.
   Where there are joint holders of any share of the Company, any one of such joint holders may vote at the meeting, either in person 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 be present at the meeting, 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, and for this purpose seniority shall be determined as that one of the said persons so present whose name stands first on the register of members in respect of such share shall alone be entitled to vote in respect thereof.
6. To be valid, this form of proxy must be completed, signed and deposited at the Hong Kong share registrar of the Company, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, together with the power of attorney or other authority (if any) under which it is signed (or a notarially certified copy thereof), not less than 48 hours before the time for holding the meeting or any adjournment thereof. The completion and return of the form of proxy shall not preclude members of the Company from attending and voting in person at the above meeting (or any adjourned meeting thereof) if they so wish and in such event, this form of proxy shall be deemed to be revoked.
7. A proxy need not be a member of the Company.