Health And Happiness (h&h) International Holdings LimitedHKEX: 1112

Form of Proxy for 2021 Annual General Meeting to be Held on 13 May 2021 (or any adjournment thereof)

· Issued by Health and Happiness (H&H) International Holdings Limited

Health and Happiness (H&H) International Holdings Limited

健合 (H&H) 國際控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1112)

FORM OF PROXY FOR 2021 ANNUAL GENERAL MEETING TO BE HELD ON 13 MAY 2021

(or any adjournment thereof)

I/We1

(name)

of

(address)

being the registered holder(s) of

shares2 of

HK$0.01 each in the issued share capital of Health and Happiness (H&H) International Holdings Limited (the "Company"), HEREBY

APPOINT3

(name)

of

(address)

or failing him/her, the chairman of the Annual General Meeting (the "Meeting") of the Company to act as my/our proxy to attend and vote for me/us and on my/our behalf at the Meeting to be held at 29/F, Guangzhou International Finance Center, 5 Zhujiang West Road, Zhujiang New Town, Tianhe District, Guangzhou, Guangdong Province, PRC on Thursday, 13 May 2021 at 10:00 a.m. and at any adjournment thereof. I/We direct that my/our vote(s) be cast on the specified resolutions as indicated by "✔" in the appropriate boxes. In the absence of any indication, the proxy may vote in respect of that resolution at his/her discretion.

ORDINARY RESOLUTIONS

FOR4

AGAINST4

1.

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

Company and its subsidiaries and the reports of the directors (the "Directors") and

auditors of the Company for the year ended 31 December 2020.

2.

To declare a final dividend equivalent to HK$0.39 per ordinary share for the year ended

31 December 2020 to the shareholders of the Company which shall be distributed from

the retained profits of the Company.

3.

(a)

(i)

To re-elect Mrs. Laetitia Marie Edmee Jehanne ALBERTINI ep.

(i)

(i)

GARNIER as an executive Director of the Company5;

(ii) To re-elect Mr. Wang Yidong as an executive Director of the Company;

(ii)

(ii)

and Director of the Company5; and

(iii) To re-elect Dr. Zhang Wenhui as a non-executive Director of the

(iii)

(iii)

Company5.

(b)

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

remuneration of the Directors of the Company.

4.

To re-appoint Ernst & Young as auditors of the Company and to authorise the Board to

fix their remuneration.

5.

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

shares of the Company not exceeding 20% of the total number of issued shares in the

capital of the Company as at the date of passing of this resolution6.

6.

To grant a general mandate to the Directors to repurchase shares of the Company not

exceeding 10% of the total number of issued shares in the capital of the Company as at

the date of passing of this resolution6.

7.

To extend the general mandate granted to the Directors to issue, allot and deal with

additional shares in the capital of the Company by the aggregate number of the shares

repurchased by the Company6.

Dated this

day of

2021

Signature7

Contact Telephone No.

Notes:

  1. Full name(s) and address(es) as shown in the register of the Company 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) to which this proxy relates. 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. Any shareholder may appoint one or more proxies to attend the Meeting and vote for him/her.
    IF NO NAME IS INSERTED, THE CHAIRMAN OF THE MEETING WILL ACT AS YOUR PROXY. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON(S) WHO SIGNS IT. A proxy need not be a shareholder of the Company, but must attend the Meeting (or any adjournment thereof) to represent you. 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.
  4. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, TICK IN THE RELEVANT BOX BELOW THE BOX MARKED "FOR". IF YOU WISH TO VOTE AGAINST A RESOLUTION, TICK IN THE RELEVANT BOX BELOW THE BOX MARKED "AGAINST". If this form of proxy is returned duly signed but no direction is given, your proxy may vote for or against the resolution 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. There will be three Director vacancies to be filled at the Meeting following the retirement of Directors at the Meeting. If there are more than three candidates standing for election at the Meeting, each resolution proposing that a candidate be appointed as a Director will provide for a method to determine which three candidates shall be elected as Directors as follows:
    "THAT subject to the number of net votes cast in relation to this resolution (net votes being votes cast in favour minus votes cast against this resolution) being among the three highest numbers of net votes cast on each of the resolutions for the appointment of a person as a Director of the Company at the Annual General Meeting to be held on 13 May 2021 or on the date of its adjournment (where applicable) (the "2021 Annual General Meeting"), name of candidate be and is hereby appointed as a Director of the Company with effect from the conclusion of 2021 Annual General Meeting, provided that if any three or more of such resolutions record the same number of net votes (the "Tied Resolutions"), the ranking of the Tied Resolutions from highest to lowest number of net votes shall be determined by the drawing of lots by the chairman of the Meeting."
  6. The full text of resolutions nos. 5 to 7 are set out in the notice of the Meeting.
  7. 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 to sign the same.
  8. In the case of joint registered holders of any shares, any one of such persons may vote at the Meeting, either personally or by proxy, in respect of such shares as if he/she was solely entitled thereto; but if more than one of such joint registered holders be present at the Meeting, either 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 shares shall alone be entitled to vote in respect thereof to the exclusion of the votes of the other joint registered holders.
  9. In order to be valid, this completed form of proxy together with the power of attorney (if any) under which it is signed or a notarially certified copy such certification to be made by either a notary public or a solicitor qualified to practice in Hong Kong thereof, must be deposited at the Company's Hong Kong branch share registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for the Meeting (i.e. not later than 10:00 a.m. on Tuesday, 11 May 2021).
  10. If you have returned a form of proxy, you may revoke it by completing and signing a form of proxy bearing a later date, and lodging it with the Company's Hong Kong branch share registrar. In order to be valid for voting purpose, this latter form of proxy should be received by the Company's Hong Kong branch share registrar not less that 48 hours before the time appointed for the Meeting (i.e. not later than 10:00 a.m. on Tuesday, 11 May 2021) (the "Closing Time"). If this latter form of proxy is lodged with the Company's Hong Kong branch share registrar after the Closing Time, it will be invalid for voting purpose. However, it will revoke any previous form of proxy and any vote that may be cast by the purported proxy will not be counted in any poll taken on a proposed resolution.
  11. The Company reserves the right to treat any form of proxy which has been incorrectly completed in some manner which (at its absolute discretion) is not material as being valid.
  12. Pursuant to Rule 13.39(4) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, all resolutions set out in the notice of the Meeting will be decided by poll at the Meeting.
  13. Completion and delivery of the form of proxy will not preclude you from attending and voting at the Meeting in person if you so wish. If you attend and vote at the Meeting, the authority of your proxy will be revoked.
  14. References to time and dates in this form of proxy are to Hong Kong time and dates.

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 at Suites 4007-09, 40th Floor, One Island East, Taikoo Place, 18 Westlands Road, Quarry Bay, Hong Kong or Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong or by email to ir@hh.global.

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