B & S International Holdings Ltd. — Proxy Solicitation & Information Statement 2016

Jul 28, 2016

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Crown International Corporation Limited

(Incorporated in Hong Kong with limited liability) (Stock code: 727)

FORM OF PROXY IN CONNECTION WITH 2016 ANNUAL GENERAL MEETING

I/We[(note 1)]

of

being the registered holder(s) of[(note 2)] issued ordinary shares of Crown International Corporation Limited (the “ Company ”) hereby appoint[(note 3)] the Chairman of the 2016 Annual General Meeting or of as my/our proxy to attend, act and vote for me/us and on my/our behalf in the manner indicated below or if no such indication is given then to vote as my/our proxy thinks fit, at the annual general meeting of the Company (the “ AGM ”) (and at its adjournment) to be held at Regus Conference Center, 35/F., Central Plaza, 18 Harbour Road, Wanchai, Hong Kong, Hong Kong on Wednesday, 28 September 2016 at 11:00 a.m. for the purpose of considering and, if thought fit, passing with or without amendments, the resolutions set out in the notice convening the AGM.

	Ordinary Resolutions	Ordinary Resolutions	For(note 4)	Against(note 4)
1.	To consider and adopt the audited consolidated financial statements of the Company and thereports of the directors (the “Directors”) and the independent auditor of the Company for the yearended 31 March 2016.
2.	To re-elect the retiring Directors:
	(I)	To re-elect Mr. MENG Jin Long as an executive Director.
	(II)	To re-elect Mr. CHEN Fang as an independent non-executive Director.
3.	To re-appoint PricewaterhouseCoopers as the independent auditor of the Company and toauthorize the board of Directors (the “Board”) to fix its remuneration.
4.	(I)	To grant a general unconditional mandate to the Directors to allot, issue and deal withadditional shares of the Company (the “Shares”) not exceeding 20% of the total numberof issued Shares as at the date of this resolution.(note 11)
	(II)	To grant a general unconditional mandate to the Directors to buy back Shares notexceeding 10% of the total number of issued Shares as at the date of this resolution.(note 11)
	(III)	Conditional on the passing of resolutions 4(I) and 4(II) above, to extend the generalmandate granted by resolution 4(I) by adding thereto the Shares bought back pursuant tothe general mandate granted by resolution 4(II).(note 11)
	(IV)	To grant a general unconditional mandate to the Directors to grant options and allot andissue Shares upon exercise of the share options.
5.	To authorize the Board to fix the Directors’ remunerations for the year ending 31 March 2017.

Date this day of 2016.

Signature[(note 5)] :

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 registered in your name(s).

3. If any proxy other than the Chairman of the AGM is preferred, please strike out the words “the Chairman of the 2016 Annual General Meeting or” and insert the name and address of the proxy desired in the space provided. If no name is inserted, the Chairman of the AGM will act as your proxy.

4. Please indicate with a “✓” in the space provided how you wish your votes to be cast. Without such specific directions, the proxy may at his/her discretion vote for or against the resolution properly put to the AGM or abstain from voting.

5. This form of proxy must be signed by you or your attorney duly authorized in writing, or if such appointer is a corporation, either under its common seal or under the hand of an officer or attorney so duly authorized. In the case of joint holders, this form of proxy must be signed by the member of the Company (the “ Members ”) whose name stands first in the register of Members (the “ ROM ”).

6. Any Member entitled to attend and vote at the AGM shall be entitled to appoint one (if he/she/it holds two or more Shares, more than one) proxy to attend and on a poll vote instead of him. A proxy need not be Member but must attend the meeting, or its adjournment, in person to represent you.

7. In the case of joint holders of any Share, the vote of the senior who tenders a vote, whether in person or by proxy or by authorized representative, shall be accepted to the exclusion of the vote(s) of the other joint holder(s); and for this purpose, seniority shall be determined by the order in which the names stand in the ROM in respect of the joint holders.

8. In order to be valid, this form of proxy, duly executed and the power of attorney or other authority, if any, under which it is signed or an office copy or a notarially certified copy thereof, must be deposited at the registered office of the Company at Suite 902, 9th 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, as soon as possible and in any event, not later than 48 hours before the time appointed for holding the AGM or its adjournment (excluding any public holiday in Hong Kong).

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

10. Completion and delivery of this form of proxy will not preclude you from attending and voting in person at the AGM or its adjournment if you so wish. In that event, this form of proxy will be deemed to be revoked.

11. The description of the resolutions is by way of summary only. The full text appears in the notice of the AGM dated 29 July 2016.

PERSONAL INFORMATION COLLECTION STATEMENT

• (i) “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 (the “ PDPO ”).

• (ii) Your supply of the Personal Data to the Company is on a voluntary basis and is used for processing your instructions and/or requests as stated in this form of proxy.

• (iii) Your Personal Data will not be transferred to other third parties (other than the Hong Kong Share Registrar of the Company) unless it is a requirement to so do by law, for example, in response to a court order or a law enforcement agency’s request and will be retained for such period as may be necessary for our verification and record purposes.

• (iv) 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 should be in writing addressed to the Personal Data Privacy Officer of Boardroom Share Registrars (HK) Limited at 31/F., 148 Electric Road, North Point, Hong Kong.