Baoye Group Company Limited — Proxy Solicitation & Information Statement 2017

Jul 28, 2017

==> picture [34 x 52] intentionally omitted <==

偉俊集團控股有限公司[] Wai Chun Group Holdings Limited*

(Incorporated in Bermuda with limited liability)

(Stock code: 1013)

PROXY FORM FOR ANNUAL GENERAL MEETING

I/We (Note 1)

of

being the registered holder(s) of (Note 2) share(s) of HK$0.01 each in the share capital of Wai Chun Group Holdings Limited (the “ Company ”) HEREBY APPOINT

of

or failing him, the Chairman of the Meeting (Note 3) as my/our proxy to attend and vote for me/us and on my/our behalf at the Annual General Meeting (the “ Meeting ”) of the Company to be held at 13/F., Admiralty Centre 2, 18 Harcourt Road, Admiralty, Hong Kong on Thursday, 7 September 2017 at 10:00 a.m. (or any adjournment thereof), to vote for me/us as hereunder indicated, or if no such indication is given, as my/our proxy thinks fit:

				ORDINARY RESOLUTIONS		For (Note 4)	For (Note 4)	Against (Note 4)	Against (Note 4)
1.	To receive	and consider the audited consolidated financial statements			and the reports of the
	directors of the Company (the “Directors”) and auditor of the Company for the year ended 31
	March 2017.
2.	(a) To re-elect Mr. Lam Ching Kui as executive director.
	(b) To re-elect Mr. Shaw Lut, Leonardo as independent non-executive director.
	(c) To authorize		the board of Directors (the “Board”) to fix the remuneration of the Directors.
3.	To re-appoint HLM CPA Limited as the auditor of the Company and to authorize the Board to					fix its
	remuneration.
4.	To grant a general mandate to the Directors to issue, allot and deal with new shares of the Company.
5.	To grant a general mandate to the Directors to repurchase shares of the Company.
6.	To extend the general			mandate to the Directors to issue, allot and deal with new shares		of the
	Company by addition thereto the number representing the aggregate number of shares repurchased
	by the Company.

Dated this day of 2017 Signature(s) (Note 5)

Notes:

1. Full name(s) and address(s) to be inserted in BLOCK CAPITALS . The names of joint registered holders should be stated.

2. Please insert the number of shares registered in your name(s) to which the proxy relates. If no number is inserted, this form will be deemed to relate to all the shares in the Company 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” and insert the name and address of the proxy desired in the space provided. Any alteration made to this form must be initialed by the person who signs it.

4. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTIONS, PLEASE PLACE A “ ✔ ” IN THE APPROPRIATE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST ANY RESOLUTIONS, PLEASE PLACE A “ ✔ ” IN THE APPROPRIATE BOX MARKED “AGAINST”. Failure to tick any boxes will entitle your proxy to cast his votes at his discretion.

5. This proxy form must be signed by you or your attorney duly authorized in writing or, in the case of a corporation, must be executed either under its common seal or under the hand of an officer or attorney or other person duly authorized.

6. In the case of joint holders of shares of the Company, 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 holder(s) and for this purpose seniority shall be determined by the order in which the name stands on the register of members of the Company in respect of the joint holding, the first named being the senior.

7. To be valid, this proxy form together with power of attorney (if any) or other authority (if any) under which it is signed or a notarially certified copy thereof must be deposited at the Company’s Hong Kong branch share registrar, Union Registrars Limited, 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 fixed for holding the Meeting (or any adjournment thereof).

8. In order to qualify for attending and voting at the Meeting (or any adjournment thereof), all transfers of shares of the Company accompanied by the relevant share certificates(s) must be lodged with the Company’s branch share registrar in Hong Kong at the above address by no later than 4:00 p.m. on Friday, 1 September 2017.

9. The proxy need not be a member of the Company but must attend the Meeting (or any adjournment thereof) in person to represent you.

10. Completion and return of this form will not preclude you from attending and voting at the Meeting (or any adjournment thereof) if you wish to do so.

11. In case a Typhoon Signal No. 8 (or above) or a Black Rainstorm Warning Signal is hoisted but lowered before 7:00 a.m. on Thursday, 7 September 2017, the Meeting will be held as scheduled at 10:00 a.m. on the same day at the same venue; or a Typhoon Signal No. 8 (or above) or a Black Rainstorm Warning Signal is hoisted or remains hoisted any time after 7:00 a.m. on Thursday, 7 September 2017, the Meeting will be adjourned to 10:00 a.m. on Thursday, 14 September 2017 at the same venue.

12. for identification purpose only