AAC Technologies Holdings Inc. — AGM Information 2011

Apr 14, 2011

AAC ACOUSTIC TECHNOLOGIES HOLDINGS INC. 瑞聲聲學科技控股有限公司 *

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 2018)

Form of proxy for use at the Annual General Meeting (or at any adjournment thereof) convened at 10:30 a.m. on Saturday, the 21st day of May, 2011

I/We [(Note 1)]

of

being the registered holder(s) of [(Note 2)] HEREBY APPOINT [(Note 3&4)]

shares of US$0.01 each in the capital of the abovenamed Company,

of

or failing him [(Note 3&4)] of

or failing him, the Chairman of the meeting as my/our proxy to act for me/us at the Annual General Meeting (or at any adjournment thereof) of the Company to be held at Bowen Room, Level 7, Conrad Hong Kong, Pacific Place, 88 Queensway, Hong Kong on Saturday, the 21st day of May, 2011 at 10:30 a.m. and in the event of a poll to vote on my/our behalf as directed below or, if no such direction is given, as my/our proxy thinks fit.

	Ordinary Resolutions	Ordinary Resolutions	Ordinary Resolutions	Ordinary Resolutions	For**(Note 5)**	Against (Note 5)
1.	To receive and consider the audited Financial Statements, the Report of the Directorsand the Independent Auditor’s Report for theyear ended 31st December, 2010.
2.	To declare a final dividend of HK23.7 cents per share for the year ended 31stDecember, 2010.
3.	(a)To re-elect Mr. Mok Joe Kuen Richard as Director.
	(b)To re-elect Ms. Ingrid Chunyuan Wu as Director.
	(c)To re-elect Mr. Koh Boon Hwee as Director.
	(d)To authorize the board of Directors to fix the Directors’ fees.
4.	To re-appoint Messrs. Deloitte Touche Tohmatsu as auditors of the Company andauthorise the board of Directors to fix their remuneration.
5.	To grant a general mandate to the Directors to issue shares (ordinary resolution setout in item 5 of the notice of annualgeneral meeting).
6.	To grant a general mandate to the Directors to repurchase shares (ordinary resolutionset out in item 6 of the notice of annualgeneral meeting).
7.	To extend the general mandate to issue new shares by addition thereto the sharesrepurchased by the Company (ordinary resolution set out in item 7 of the notice ofannualgeneral meeting).
	Special Resolution
8.	To change the name of the Company (special resolution set out in item 8 of the noticeof annualgeneral meeting).
Date:	this	day of	2011Signature_(Note 6)_

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS .

2. Please insert the number of shares of US$0.01 each 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. A member entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and vote instead of him. A proxy need not be a member of the Company.

4. Please insert the name and address of the proxy desired. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE MEETING WILL ACT AS YOUR PROXY .

5. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, PLEASE PLACE A “ ✓ ” IN THE RELEVANT BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST A RESOLUTION, PLEASE PLACE A “ ✓ ” IN THE RELEVANT BOX MARKED “AGAINST” . Failure to complete the boxes will entitle your proxy to cast his vote at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the Meeting other than those referred to in the Notice convening the Meeting.

6. This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of corporation, must be either under its common seal or under the hand of an officer or attorney duly authorised.

7. If more than one of the joint holders be present at the meeting personally or by proxy, that one of the said persons so present whose name stands first on the register in respect of the relevant shares shall alone be entitled to vote in respect thereof.

8. To be valid, this form of proxy, together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority, must be deposited at the Company’s Hong Kong branch share registrar, Investor Communications Centre of 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 for holding the meeting or adjourned meeting (as the case may be).

9. Completion and delivery of the form of proxy will not preclude you from attending and voting at the Meeting should you so wish. In such event, the form of proxy shall be deemed to be revoked.

10. Any alteration made in this form of proxy must be initialled by the person who signs it.

• for identification purpose only