Art Group Holdings Limited — Proxy Solicitation & Information Statement 2015

Jan 29, 2015

ART TEXTILE TECHNOLOGY INTERNATIONAL COMPANY LIMITED 錦藝紡織科技國際有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 565)

FORM OF PROXY FOR THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON FRIDAY, 27 MARCH 2015

I/We[(1)]

of

being the registered holder(s) of[(2)]

shares of HK$0.01 each

(the “Shares”) in the capital of Art Textile Technology International Company Limited (the “Company”), hereby appoint the chairman of the EGM[(3 and 4)] or of as my/our proxy to act for me/us at the extraordinary general meeting (the “EGM”) of the Company to be held at Jade Room, 6th Floor, Marco Polo Hongkong Hotel, Harbour City, 3 Canton Road, Kowloon, Hong Kong on Friday, 27 March 2015 at 10:45 a.m. for the purpose of considering and, if thought fit, passing the resolutions set out in the notice convening the EGM and at the EGM, and at any adjournment thereof, to vote for me/us in my/our name(s) as indicated below in respect of such resolution and, if no such indication is given, as my/our proxy thinks fit.

		ORDINARY RESOLUTIONS	FOR(5)	AGAINST(5)
1	(a)	the sale and purchase agreement dated 18 December 2014 (the “Sale and PurchaseAgreement”) entered into between鄭州昌盾資產管理有限公司(Zhengzhou ChangdunAsset Management Company Limited), an indirect wholly-owned subsidiary of theCompany as the purchaser (the “Purchaser”),鄭州第一紡織有限公司(ZhengzhouDiyi Textile Company Limited) (the “Vendor (1)”) and新疆金鋒源棉花產業有限公司(Xinjiang Jinfengyuan Cotton Industry Company Limited) (which together withVendor(1), the “Vendors”) as the vendors, in relation to the acquisition of an aggregateof 75% equity interests in鄭州佳潮物業服務有限公司(Zhengzhou Jiachao PropertyServices Company Limited) from the Vendors by the Purchaser for a total considerationof RMB591,660,000 (equivalent to approximately HK$748,937,000) and the transactionscontemplated thereunder be and are hereby approved, confirmed and ratified; and
	(b)	any one or more of the directors of the Company be and is/are hereby generally andunconditionally authorized to do all such acts and things, to sign and execute all suchdocuments for and on behalf of the Company and to take such steps as he/they may inhis/their absolute discretion consider necessary, appropriate, desirable or expedient togive effect to or in connection with the Sale and Purchase Agreement and the transactionscontemplated thereunder.

Shareholder’s signature[(6)] :

Date:

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 registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all such Shares registered in your name(s).

3. Any Shareholder entitled to attend and vote at the EGM is entitled to appoint another person as his/her proxy and vote instead of him. A proxy need not be a shareholder of the Company, but must attend the EGM in person to represent you.

4. If any proxy other than the Chairman of the EGM is preferred, please strike out the words “the Chairman of the EGM or” and insert the name and address of the proxy desired in the space provided. If you do not strike out such words and your proxy does not attend the EGM or if no name is inserted, the Chairman of the EGM will act as your proxy.

5. IMPORTANT: If you wish to vote for or against the resolution, please place a “✓” in the box marked “FOR” or the box marked “AGAINST” as appropriate. Failure to complete a box will entitle your proxy to cast your vote(s) or abstain at his discretion. Your proxy will also be entitled to vote or abstain at his discretion on any resolution properly put to the EGM other than that referred to in the notice convening the EGM.

6. 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 under its seal or under the hand of an officer or attorney duly authorised to sign the same.

7. Where there are joint registered holders of any Share, any one of such joint holders may vote at the EGM, either in person or by proxy, in respect of such Shares as if he were solely entitled thereto, but if more than one of such joint holders are present at the EGM in person or by proxy, then 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.

8. ANY ALTERATIONS MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

9. In order to be valid, this form of proxy and the power of attorney or other authority, if any, under which it is signed or a certified copy of such power of attorney or authority, must be deposited at the transfer office of the Company’s Hong Kong share registrar, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the EGM or any adjournment thereof. Completion and return of this form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish.

10. All the resolutions as set out above will be determined by way of a poll.