AV Concept Holdings Limited — Proxy Solicitation & Information Statement 2015

Jan 23, 2015

==> picture [87 x 36] intentionally omitted <==

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 595)

PROXY FORM

Form of proxy for use by shareholders at the extraordinary general meeting (“Meeting”) to be held at 10:30 a.m. on Wednesday, 11 February 2015 and any adjournment thereof

I/We[(Note 1)]

of

being the registered holder(s) of

shares[(Note 2)] of HK$0.10 each in the share capital of AV Concept Holdings Limited (“ Company ”), HEREBY APPOINT THE CHAIRMAN OF THE MEETING[(Note 3) ] or of

as my/our proxy to attend the Meeting to be held at 10:30 a.m. on Wednesday, 11 February 2015 at 6th Floor, Enterprise Square Three, 39 Wang Chiu Road, Kowloon Bay, Hong Kong (and at any adjournment thereof) for the purposes of considering and, if thought fit, passing the ordinary resolutions as set out in the notice convening the Meeting and at the Meeting (and at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of the ordinary resolutions as set out in the notice convening the Meeting as indicated below[(Note 4)] .

	RESOLUTIONS	RESOLUTIONS	RESOLUTIONS		FOR	AGAINST
1.	To approve and adopt the proposed refreshment of the 10% General Limit under the Share Option Scheme (each as defined in the circular of the Company dated 26 January 2015).
2.	To approve the proposed increase in the authorised share capital of the Company from HK$80,000,000 (divided into 800,000,000 ordinary shares of HK$0.10 each (“Shares”)) to HK$200,000,000 (divided into 2,000,000,000 Shares) by the creation of an additional 1,200,000,000 Shares.
Dated this Notes:		day of	2015 Shareholder’s signature			(Notes 5 to 9)

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

2. Please insert the number of shares registered in your name(s) to which the 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. The proxy need not be a member of the Company but must attend the Meeting in person to represent you. If any proxy other than the Chairman is preferred, strike out “ THE CHAIRMAN OF THE MEETING or” here and insert the name and address of the proxy desired in the space provided. A member may appoint any number of proxies to attend in his stead at the Meeting. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE MEETING WILL ACT AS PROXY. 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 THE APPROPRIATE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST A RESOLUTION, TICK THE APPROPRIATE BOX 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 amendment of a resolution properly put to 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 seal or under the hand of an officer, attorney or other person authorised to sign the same.

6. On a show of hands every member of the Company present in person (or in the case of a member of the Company being a corporation, by its duly authorised representative) or by proxy shall have one vote and on a poll every member of the Company present in person (or in the case of a member of the Company being a corporation, by its duly authorised representative) or by proxy shall have one vote for each share registered in his name in the register of members of the Company.

7. 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 of the joint holders stand in the register of members of the Company of the relevant joint holding.

8. To be valid, this form of proxy together with the power of attorney (if any) or other authority (if any) under which it is signed or a notarially certified copy thereof, must be deposited to the Company’s Hong Kong branch share registrar and transfer office, Tricor Tengis Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for holding the Meeting or any adjournment thereof.

9. Completion and delivery of the form of proxy will not preclude you from attending and voting in person at the Meeting if you so wish and in such event, the instrument appointing a proxy shall be deemed to be revoked.