SUNLIGHT TECHNOLOGY HOLDINGS LIMITED

深 藍 科 技 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1950)

FORM OF PROXY FOR THE ANNUAL GENERAL MEETING

TO BE HELD AT 2:00 P.M. ON TUESDAY, 25 MAY 2021 AT 5/F, UNITED CENTRE,

95 QUEENSWAY, HONG KONG (OR ANY ADJOURNMENT THEREOF)

I/We (Note1)

of

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

ordinary shares (the "Shares") of

US$0.0005 each in the capital of Sunlight Technology Holdings Limited (the "Company") HEREBY APPOINT THE CHAIRMAN OF THE MEETING (Note 3), or

of

as my/our proxy to attend and act for me/us and on my/our behalf at the annual general meeting of the Company to be held at 2:00 p.m. on Tuesday, 25 May 2021 at 5/F, United Centre, 95 Queensway, Hong Kong (or at any adjournment thereof) (the "Meeting") to vote for me/us and in my/our name(s) in respect of such resolutions as hereunder indicated, or, if no such indication is given, as my/our proxy thinks fit. My/our proxy will also be entitled to vote on any matter properly put to the Meeting in such manner as he/she thinks fit.

ORDINARY RESOLUTIONS

(Note 10)

FOR

AGAINST

(Note 4)

(Note 4)

1.

To receive, consider and adopt the audited financial statements of the Company

and its subsidiaries for the year ended 31 December 2020 and the reports of the

directors and auditor of the Company.

2.

(a) To re-elect Ms. Liu Jing as an executive director of the Company;

(b) To re-elect Mr. Chen Hua as an executive director of the Company;

(c) To re-elect Mr. Tian Jingyan as an independent non-executive director of the

Company;

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

of the directors of the Company.

3.

To re-appoint HLB Hodgson Impey Cheng Limited as auditors of the Company and

authorise the board of directors of the Company to fix their remuneration.

4.

To grant a general mandate to the directors of the Company to allot, issue and

deal with shares of the Company not exceeding 20% of the total number of issued

shares of the Company as at the date of this resolution.

5.

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

of the Company not exceeding 10% of the total number of issued shares of the

Company as at the date of this resolution.

6.

To extend the general mandate granted to the directors of the Company under

resolution no. 4 by the number of shares repurchased under resolution no. 5.

Shareholder's Signature (Note 5)

Date

Notes:

  1. Full name(s) and address (es) must 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) to which this proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all Shares registered in your name(s).
  3. If any proxy other than the Chairman of the Meeting is preferred, strike out "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
    INITIALLED BY THE PERSON WHO SIGNS IT. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE MEETING WILL ACT AS PROXY.
  4. IMPORTANT: If you wish to vote for a resolution, tick in the box marked "For". If you wish to vote against a resolution, tick in the box marked "Against". If no direction is given, your proxy may vote or abstain as he/she thinks fit. 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.
  5. Any member of the Company entitled to attend and vote at the Meeting shall be entitled to appoint another person as his proxy to attend and vote instead of him. A member who is the holder of two or more Shares may appoint more than one proxy to represent him and vote on his

behalf at the Meeting. A proxy need not be a member. In addition, a proxy or proxies representing either a member who is an individual or a member which is a corporation shall be entitled to exercise the same powers on behalf of the member which he or they represent as such member could exercise.

  1. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or, if the appointor is a corporation, either under its seal or under the hand of an officer, attorney or other person duly authorised to sign the same. In the case of this form of proxy purporting to be signed on behalf of a corporation by an officer thereof it shall be assumed, unless the contrary appears, that such officer was duly authorised to sign this form on behalf of the corporation without further evidence of the fact.
  2. The instrument appointing a proxy and (if required by the board of directors of the Company) the power of attorney or other authority (if any), under which it is signed or a certified copy of such power or authority shall be delivered to the Company's branch share registrar 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 holding the Meeting at which the person named in the instrument proposes to vote.
  3. Delivery of an instrument appointing a proxy shall not preclude a member from attending and voting in person at the Meeting convened if the member so wish and in such event, the instrument appointing a proxy should be deemed to be revoked.
  4. Where there are joint holders of any Share, any one of such joint holder may vote 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, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.
  5. The description of these resolutions is by way of summary only. The full text appears in the notice convening the Meeting.
  6. The notice convening the Meeting is set out in the Company's circular dated 23 April 2021.
  7. The date and time herein refers to Hong Kong date and time.

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Sunlight Technology Holdings Ltd. published this content on 23 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 23 April 2021 08:49:01 UTC.