Comtec Solar Systems Group Limited — Proxy Solicitation & Information Statement 2018

Jul 9, 2018

卡姆丹克太陽能系統集團有限公司 Comtec Solar Systems Group Limited

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 712)

Form of Proxy For the EGM to be held on 27 July 2018

I/We[1]

of

being the registered holder(s) of[2]

shares

of HK$0.001 each in the capital of Comtec Solar Systems Group Limited (the ‘‘Company’’) hereby appoint the Chairman[3] of the EGM,

or

of

as my/our proxy to attend and vote for me/us and on my/our behalf at the EGM of the Company to be held at 5/F, BOC Group Life Assurance Tower, 136 Des Voeux Road Central, Hong Kong at 10:00 a.m. on Friday, 27 July 2018, and at any adjournment thereof on the undermentioned resolution as indicated and if no such indication is given as my/our proxy thinks fit. Unless otherwise defined, capitalised terms shall bear the same meaning as those in the circular of the Company dated 9 July 2018.

ORDINARY RESOLUTION

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FOR [4] AGAINST [4]
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1. To approve (a) the conditional Subscription Agreement entered into between the Company, and the Subscriber; (b) the issue of the Convertible Bonds; (c) the grant of a specific mandate to the directors of the Company to allot and issue up to 451,137,931 Conversion Shares to the Bondholder(s); and (d) the authorisation to any one Director to do all such things and acts for the purpose of the Subscription Agreement, the issue of the Convertible Bonds and the allotment and issue of the Conversion Shares.

Signature:

Date:

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS.

2. Please insert the number of shares 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, please strike out ‘‘the Chairman of the EGM, or’’ and insert the name and address of the proxy desired in the space provided.

4. Please indicate with an ‘‘X’’ in the relevant box how you wish the proxy to vote on your behalf. If this form of proxy is returned without any indication, you will be deemed to have authorised your proxy to vote or abstain from voting as he thinks fit.

5. Any alteration made to this form of proxy should be initialled.

6. Any member entitled to attend and vote is entitled to appoint a proxy(ies) to attend instead of him and to vote on a poll. A proxy need not be a member of the Company.

7. If the appointor is a corporation, this form of proxy must be executed under its common seal or under the hand of an officer, attorney or other person duly authorised on that behalf.

8. 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 vote(s) 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.

9. 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 certified copy of that power or authority must be completed and deposited to the Company’s Hong Kong branch share registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong and in any event not less than 48 hours before the time appointed for holding the meeting or any adjourned meeting thereof (as the case may be).

10. Completion and delivery of the form of proxy will not preclude you from attending and voting at the EGM or any adjourned meeting thereof (as the case may be).