Shanghai Industrial Urban Development : FORM OF PROXY FOR SPECIAL GENERAL MEETING

(Incorporated in Bermuda with limited liability)

(Stock Code: 563)

FORM OF PROXY FOR SPECIAL GENERAL MEETING TO BE HELD

ON FRIDAY, 11 SEPTEMBER 2020

I/We (Note 1)

of

being the registered holder(s) of

share(s) (Note 2) of HK$0.04 each in the capital of Shanghai Industrial

Urban Development Group Limited (the ''Company''), HEREBY APPOINT

of

or, failing him, THE CHAIRMAN OF THE MEETING (Note 3) as my/our proxy to attend and act for me/us at the Special General Meeting (or any adjournment thereof) of the Company to be held at Ballroom, 1/F, South Pacific Hotel, 23 Morrison Hill Road, Wanchai, Hong Kong on Friday, 11 September 2020 at 11 : 00 a.m. (the ''Meeting'') for the purpose of considering

and, if thought fit, passing the resolutions as set out in the notice convening the Meeting and at such Meeting (and at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of the resolutions as indicated below (Note 4).

ORDINARY RESOLUTIONS

For (Note 4)

Against (Note 4)

1. To approve the Subscription Agreement and the transactions contemplated thereunder, as more particularly set out as ordinary resolution in the notice convening the Meeting.
2. To re-elect Mr. Huang Haiping as an executive director of the Company.

Dated this

day

of 2020

Signature (Note 5)

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS. The names of all joint holders should be stated.
2. Please insert the number of shares of the Company registered in your name(s). 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).
3. Please insert the name and address of the proxy desired in the space provided. A member of the Company who is the holder of two or more shares may appoint more than one proxy to attend and vote on his behalf at the Meeting provided that if more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE MEETING WILL ACT AS YOUR PROXY.
4. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTIONS, TICK (H) THE APPROPRIATE BOXES MARKED ''FOR''. IF YOU WISH TO VOTE AGAINST THE RESOLUTIONS, TICK (H) THE APPROPRIATE BOXES MARKED ''AGAINST''. Failure to complete any or all the boxes will entitle your proxy to cast his votes at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the Meeting and any adjournment thereof other than those referred to in the notice convening the Meeting.
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 common seal or under the hand of an officer or attorney duly authorised. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.
6. On a poll every member of the Company present in person (in the case of a member being a corporation, by its duly authorised representative) or by proxy shall have one vote for every fully paid share of which he is the holder.
7. A person entitled to more than one vote on a poll need not use all his votes or cast all the votes he uses in the same way.
8. In the 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 the 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.
9. To be valid, this form of proxy together with any power of attorney (if any) 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 Secretaries Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not less than 48 hours (Hong Kong time) before the time appointed for holding the Meeting or any adjournment thereof.
10. The proxy need not be a member of the Company but must attend the Meeting in person to represent you.
11. Completion and delivery of this form of proxy will not preclude you from attending and voting at the Meeting if you so wish.

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 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 the Company or Privacy Compliance Officer of Tricor Secretaries Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong.