B & S International Holdings Ltd. — Proxy Solicitation & Information Statement 2015

Feb 2, 2015

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Crown International Corporation Limited

(Incorporated in Hong Kong with limited liability)

(Stock code: 727)

FORM OF PROXY Special General Meeting (“SGM”) – 23 February 2015 ( Monday)

I/We (Note 1)

of

being the registered holder(s) of (Note 2) issued shares of Crown International Corporation Limited (the “Company”), HEREBY APPOINT (Note 3) of or failing him/her, the Chairman of the SGM as my/our proxy to vote and act for me/us at the SGM and at any adjournment thereof to be held at Executive Boardroom, Business Centre, Level 7, Island Shangri-La, Hong Kong, Pacific Place, Supreme Court Road, Central, Hong Kong on Monday, 23 February 2015 at 11:00 a.m. for the purpose of considering and, if thought fit, passing the resolutions set out in the notice convening the SGM and at any adjournment thereof to vote for me/us and in my/our name(s) in respect of the resolutions as indicated below.

Please put a “✓” in the appropriate boxes below to indicate how you wish your vote(s) to be cast on a poll:

ORDINARY RESOLUTIONS	FOR(Note 4)	AGAINST(Note 4)
To consider and approve the Acquisition Agreement and the transactions
contemplated thereunder.
To consider and approve the allotment and issue of the Consideration Shares.

1.	To consider and approve the Acquisition Agreement and the transactions
	contemplated thereunder.
2.	To consider and approve the allotment and issue of the Consideration Shares.

Dated this day of 2015. Signed (Note 6):

Notes:

1. Full name(s) and address(es) 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 form of proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all the shares in the Company registered in your name(s).

3. Please insert the name and address of the proxy. If no name is inserted, the Chairman of the SGM will act as your proxy. A Shareholder may appoint one or more proxies (if holding more than one share) to attend the meeting and vote for him. The proxy need not be a member of the Company but must attend the SGM in person to represent you. 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 THE RESOLUTION, TICK THE BOX MARKED “AGAINST” . If you do not indicate how you wish your proxy to vote, your proxy will be entitled to vote at his/her discretion or to abstain. Your proxy will also be entitled to vote at his/her discretion or to abstain on any resolution properly put to the SGM other than those referred to in the Notice of SGM.

5. The full text of above resolutions is set out in the Notice of SGM.

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 common seal or under the hand of an officer or attorney duly authorised.

7. In the case of joint holders of any shares, 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 stand in the register of members in respect of the joint holders.

8. To be valid, this form of proxy, together with any power of attorney or other authority, if any, which it is signed or a certified copy thereof, must be deposited at the Company’s registered office in Hong Kong at Suite 1603, 16th Floor, Central Plaza, 18 Harbour Road, Wanchai, Hong Kong or at the office of the Company’s share registrar, Boardroom Share registrars (HK) Limited at 31/F., 148 Electric Road, North Point, Hong Kong not less than 48 hours before the time for the holding of the SGM and any adjournment thereof.

9. Completion and delivery of the form of proxy will not preclude you from attending and voting at the SGM.

PERSONAL INFORMATION COLLECTION STATEMENT

1. “Personal Data” in these statements has the same meaning as “personal data” in the Personal Data (Privacy) Ordinance, Chapter 486 of the Laws of Hong Kong (“ PDPO ”).

2. Your supply of Personal Data to the Company is on a voluntary basis. The Company may not be able to process your appointment of proxy and instructions if you fail to provide sufficient information.

3. Your Personal Data may be disclosed or transferred by the Company to its subsidiaries, its share registrar, and/or other companies or bodies for any of the stated purposes, and retained for such period as may be necessary for our verification and record purposes.

4. You have the right to request access to and/or correction of your Personal Data in accordance with the provisions of the PDPO. Any such request for access to and/or correction of your Personal Data should be in writing to the Privacy Compliance Officer of the Company’s share registrar.