Bonjour Holdings Limited — Proxy Solicitation & Information Statement 2016

Apr 18, 2016

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Bonjour Holdings Limited 卓悅控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 653)

FORM OF PROXY FOR ANNUAL GENERAL MEETING (THE “MEETING”) (OR ANY ADJOURNMENT THEREOF)

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

being the registered holder(s) of [(Note][2)] ordinary shares of HK$0.01 each in the capital of Bonjour Holdings Limited (the “Company”) HEREBY APPOINT [(Note][3)] the Chairman of the Meeting, or failing him of as my/our proxy to attend and vote for me/us and on my/our behalf at the Meeting (or at any adjournment thereof) to be held at 12/F., Bonjour Tower, No. 36–50 Wang Wo Tsai Street, Tsuen Wan, Hong Kong on Friday, 20 May 2016 at 11:00 a.m. in respect of the undermentioned resolutions as indicated below, or, if no such indication is given, as my/our proxy thinks fit.

		ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS
	1.	To receive and consider the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors and of the auditor of the Company for the year ended 31 December 2015.
	2.	To approve a final dividend of HK0.10 cent per ordinary share for the year ended 31 December 2015.
	3(i).	To re-elect Dr. Ip Chun Heng, Wilson as an executive director of the Company.
	3(ii).	To re-elect Mr. Chen Jianwen as an executive director of the Company.
	3(iii).	To re-elect Mr. Wan Yim Keung, Daniel as an executive director of the Company.
	3(iv).	To re-elect Dr. Chow Ho Ming as an independent non-executive director of the Company.
	3(v).	To authorize the board of directors of the Company to fix the remuneration of the directors of the Company.
	4.	To re-appoint RSM Hong Kong as auditor of the Company and to authorise the board of directors of the Company to fix its remuneration.
	5.	To grant a general unconditional mandate to the directors of the Company to allot, issue and deal with additional shares in the Company not exceeding 20% of the issued share capital of the Company as at the date of this resolution.
	6.	To grant a general unconditional mandate to the directors of the Company to repurchase shares in the Company not exceeding 10% of the issued share capital of the Company as at the date of this resolution.
	7.	To extend the general mandate granted to the directors of the Company to allot, issue and deal with the Company’s shares by the amount of shares repurchased.
	Dated this	day of	2016. Signature (Note 5):

Notes:

1. Full name(s) and address(es) (as shown in the register of members of the Company) to be inserted in BLOCK CAPITALS.

2. Please insert the number of ordinary shares of the Company registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all the shares in the capital of the Company registered in your name(s).

3. If any proxy other than the Chairman of the Meeting is preferred, delete the words “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 OF PROXY MUST BE INITIALLED BY THE PERSON(S) WHO SIGN(S) IT.

4. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, TICK THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, TICK THE BOX MARKED “AGAINST”. Failure to tick a box will entitle your proxy to cast your vote at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the Meeting other than those referred to in the notice convening 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 common seal or under the hand of any officer or attorney duly authorised.

6. 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 stand in the register of members of the Company.

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

8. The proxy need not be a member of the Company but must attend the Meeting in person to represent you.

9. Completion and return of this form will not preclude you from attending and voting in person at the Meeting or any adjournment thereof if you so wish.