China Boton Group Company Limited — Proxy Solicitation & Information Statement 2016

Aug 22, 2016

==> picture [393 x 48] intentionally omitted <==

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 3318)

EXTRAORDINARY GENERAL MEETING TO BE HELD ON 8 SEPTEMBER 2016 OR AT ANY ADJOURNMENT THEREOF FORM OF PROXY

I/We[1]

of

being the registered holder(s) of[2] shares (the ‘‘Shares’’) of HK$0.10 each in the capital of

China Flavors and Fragrances Company Limited (中國香精香料有限公司) (the ‘‘Company’’), HEREBY APPOINT THE CHAIRMAN OF THE MEETING[3] , or

of

(who represents shares held by me/us)[2] or of

(who represents shares held by me/us)[2] as my/our proxy to attend and act for me/us and on my/our behalf at the extraordinary general meeting (the ‘‘Meeting’’) of the Company to be held at Jasmine Room, Best Western Plus Hotel Hong Kong, 308 Des Voeux Road West, Hong Kong on 8 September 2016 at 3:00 p.m. (or at any adjournment thereof) for the purpose of considering and, if thought fit, passing the resolutions as set out in the notice convening the Meeting and at the Meeting (or at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of such resolutions as hereunder indicated, and, if no such indication is given, as my/our proxy thinks fit. My/our proxy will also be entitled to vote on any matter properly put to the Meeting in such manner as he/she thinks fit.

ORDINARY RESOLUTION	ORDINARY RESOLUTION	ORDINARY RESOLUTION		AGAINST4	AGAINST4
	ORDINARY RESOLUTION		FOR4	AGAINST4
	1.	To refresh a general mandate and authorise the directors of the Company toallot, issue and deal with new shares of the Company not exceeding 20% of itsissued share capital (the full text of the resolution is set out in the EGMNotice).

Signature[5] Date

Notes:

1. Full name(s) and address(es) must 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 proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all Shares 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 OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

4. IMPORTANT: If you wish to vote for a resolution, tick in the box marked ‘‘For’’. If you wish to vote against a resolution, tick in the box marked ‘‘Against’’. If no direction is given, your proxy may vote or abstain as he/she thinks fit. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the Meeting other than referred to the notice convening the Meeting.

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

6. In order to be valid, this form of proxy together with the notarially certified power of attorney (if any) or other authority (if any) under which it is signed or a notarially certified copy thereof, must be lodged with the branch share registrar of the Company, Tricor Investor Services Limited, Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for holding of the Meeting or the adjourned Meeting.

7. In the case of joint holders of shares, any one of such holders may vote at the EGM, either personally or by proxy, in respect of such shares as if he was solely entitled thereto, but if more than one of such joint holders are present at the EGM personally or by proxy, that one of the said persons so present whose name stands first in the register of members of the Company in respect of such shares shall alone be entitled to vote in respect thereof.

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 at the Meeting if you so wish. If you attend and vote at the Meeting, the authority of your proxy will be revoked.

10. The full text of the proposed resolution appears in the notice of the Meeting.