Wai Chun : PROXY FORM FOR SPECIAL GENERAL MEETING

(Incorporated in Bermuda with limited liability)

(Stock code: 1013)

PROXY FORM FOR SPECIAL GENERAL MEETING

I/We (Note 1) of

being the registered holder(s) of (Note 2)

share(s) of HK$0.01 each in the share capital of Wai Chun Group Holdings Limited (the "Company") HEREBY APPOINT of

or failing him, the Chairman of the Meeting (Note 3) as my/our proxy to attend and vote for me/us and on my/our behalf at the Special General Meeting (the "Meeting") of the Company to be held at 13/F., Admiralty Centre 2, 18 Harcourt Road, Admiralty, Hong Kong on Tuesday, 18 August 2020 at 10:30 a.m. (or any adjournment thereof), to vote for me/us as hereunder indicated, or if no such indication is given, as my/our proxy thinks fit:

ORDINARY RESOLUTION

For (Note 4)

Against (Note 4)

"THAT

1. the subscription agreement dated 21 May 2020 (the "Subscription Agreement") (as supplemented on 30 June 2020 and 29 July 2020) and entered into between the Company and Ms. Wan Yuzhen and Ms. Zhong Lirong respectively in respect of the issue of Convertible Bonds in an aggregate principal amount of HK$152,000,000 (the "Convertible Bonds") (copies of which marked "A" have been produced to the Meeting and initialled by the chairman of the Meeting for identification purpose) upon and subject to the terms and conditions as set out therein and the transactions contemplated thereunder be and are hereby approved, confirmed and ratified;
2. the issue of the Convertible Bonds by the Company in accordance with the terms and conditions of the Subscription Agreements be and is hereby approved;
3. the allotment and issue of new ordinary shares of HK$0.01 each in the share capital of the Company (the "Conversion Shares") which may fall to be allotted and issued upon the exercise of the conversion rights attaching to the Convertible Bonds in accordance with the terms and conditions of the Subscription Agreements be and are hereby approved;
4. conditional upon, among others, the listing committee of The Stock Exchange of Hong Kong Limited granting the listing of, and permission to deal in, the Conversion Shares, the specific mandate to the directors of the Company (the "Directors") to exercise the powers of the Company for the allotment and issue of the Conversion Shares in accordance with the terms and conditions of the Convertible Bonds be and is hereby approved; and
5. any one Director be and is hereby authorised to do all such things and acts as he may in his discretion consider necessary, desirable or expedient, for the purposes of or in connection with the implementation of the Subscription Agreements and the transactions contemplated thereunder, including but not limited to the execution of all such documents under seal where applicable, as he considers necessary or expedient in his opinion to implement and/or give effect to the issue of the Convertible Bonds and the allotment and issue of the Conversion Shares which may fall to be allotted and issued upon exercise of the conversion rights attaching to the Convertible Bonds."

Dated this

day of

2020

Signature(s) (Note 5)

Notes:

1. Full name(s) and address(s) to be inserted in BLOCK CAPITALS. The names of joint registered holders should be stated.
2. Please insert the number of shares registered in your name(s) to which the proxy relates. If no number is inserted, this form 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 of the Meeting is preferred, strike out the words "the Chairman of the Meeting" and insert the name and address of the proxy desired in the space provided. Any alteration made to this form must be initialed by the person who signs it.
4. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION, PLEASE PLACE A "✔" IN THE APPROPRIATE BOX MARKED "FOR". IF YOU WISH TO VOTE AGAINST THE RESOLUTION, PLEASE PLACE A "✔" IN THE APPROPRIATE BOX MARKED "AGAINST". Failure to tick any boxes will entitle your proxy to cast his votes at his discretion.
5. This proxy form must be signed by you or your attorney duly authorized in writing or, in the case of a corporation, must be executed either under its common seal or under the hand of an officer or attorney or other person duly authorized.
6. In the case of joint holders of shares of the Company, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holder(s) and for this purpose seniority shall be determined by the order in which the name stands on the register of members of the Company in respect of the joint holding, the first named being the senior.
7. To be valid, this proxy form together with power of attorney (if any) or other authority (if any) under which it is signed or a notarially certified copy thereof must be deposited at the Company's Hong Kong branch share registrar, Union Registrars Limited, at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King's Road, North Point, Hong Kong, not less than 48 hours before the time fixed for holding the Meeting (or any adjournment thereof).
8. In order to qualify for attending and voting at the Meeting (or any adjournment thereof), all transfers of shares of the Company accompanied by the relevant share certificates(s) must be lodged with the Company's branch share registrar in Hong Kong at the above address by no later than 4:00 p.m. on Wednesday, 12 August 2020.
9. The proxy need not be a member of the Company but must attend the Meeting (or any adjournment thereof) in person to represent you.
10. Completion and return of this form will not preclude you from attending and voting in person at the Meeting (or any adjournment thereof) if you wish to do so.
11. In case a Typhoon Signal No. 8 (or above) or a Black Rainstorm Warning Signal is hoisted but lowered before 7:00 a.m. on Tuesday, 18 August 2020, the Meeting will be held as scheduled at 10:30 a.m. on the same day at the same venue; or a Typhoon Signal No. 8 (or above) or a Black Rainstorm Warning Signal is hoisted or remains hoisted any time after 7:00 a.m. on Tuesday, 18 August 2020, the Meeting will be adjourned to 10:30 a.m. on Tuesday, 25 August 2020, or another appropriate date and time to be advised, at the same venue.

• for identification purpose only