Artini Holdings Limited — Proxy Solicitation & Information Statement 2016

Aug 11, 2016

ARTINI CHINA CO. LTD. 雅 天 妮 中國有限公司

(Incorporated in Bermuda with limited liability)

(Stock Code: 789)

FORM OF PROXY FOR THE SPECIAL GENERAL MEETING TO BE HELD ON 26 AUGUST 2016

I/We [(note][1)] of

being the registered holder(s) of [(note][2)] ordinary shares (the “ Shares ”) of HK$0.01 each in the capital of Artini China Co. Ltd. (“ 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 special general meeting of the Company to be held at 9/F., Gloucester Tower, The Landmark, 15 Queen’s Road, Central, Hong Kong on 26 August 2016 (Friday) at 9:00 a.m. (the “ Meeting ”) for the purpose of considering and, if thought fit, passing, with or without modification, the resolutions as set out in the notice convening the Meeting (“ Notice ”) and at the Meeting (or at any adjournment thereof) 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 RESOLUTION#		For (note 4)	For (note 4)	Against (note 4)	Against (note 4)
To approve the Acquisition Agreement and the transaction contemplated
thereunder
To approve the Subscription Agreement and the transaction contemplated
thereunder
To approve the Whitewash Waiver

Please refer to the Notice for the full text of each of the resolutions.

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 .

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/her/its 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/her/it and vote on his/her/its behalf at a general meeting of the Company. 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/she represents as such member could exercise.

6. 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.

7. 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, Union Registrars Limited, located at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King’s Road, North Point, 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.

8. Delivery of an instrument appointing a proxy shall not preclude a member from attending and voting in person at the Meeting convened and in such event, the relevant proxy form shall be deemed to be revoked.

9. 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/it was solely entitled thereto; but if more than one of such joint holders be present at any 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 in respect of the joint holding.