Convenience Retail Asia Limited — Proxy Solicitation & Information Statement 2012

Apr 23, 2012

==> picture [221 x 44] intentionally omitted <==

(Incorporated in Hong Kong with limited liability)

(Stock code: 420)

Form of proxy for the Extraordinary General Meeting (or at any adjournment thereof)

I/We [(note 2)]

of

being the registered holder(s) of [(note 3)]

shares of HK$0.20 each in the share

capital of Fountain Set (Holdings) Limited (the “Company”), HEREBY APPOINT [(note 4)] of

,

or failing him, the Chairman of the EGM (as defined below) as my/our proxy to act for me/us at the extraordinary general meeting of the Company (or at any adjournment thereof) (the “ EGM ”) to be held at Meeting Room 727, Units 751-759, 7/F., KITEC, 1 Trademart Drive, Kowloon Bay, Hong Kong on Thursday, 10 May 2012 at 10:00 a.m. and at any adjournment thereof and to vote on my/our behalf as indicated below or, if no such indication is given, as my/our proxy thinks fit in respect of the ordinary resolutions set out in the notice of the EGM dated 24 April 2012 (the “ Notice ”).

No.	ORDINARY RESOLUTIONS*	FOR(note 5)	AGAINST(note 5)
1	To approve, confirm and ratify the Subscription Agreement (asdefined in the circular of the Company dated 24 April 2012 (the“Circular”)) and all the transactions contemplated thereunder andin connection therewith, including the allotment and issue of theSubscription Shares (as defined in the Circular) in accordance withthe terms of the Subscription Agreement (being ordinary resolutionno.1 as set out in the Notice)
2	To approve the waiver to make a mandatory general offer by theSubscriber (as defined in the Circular) or parties acting in concertwith it (beingordinaryresolution no.2 as set out in the Notice)

• *: Members should read the contents of the relevant resolutions contained in the Notice carefully before exercising your vote on the above resolutions.

Date Signature [(note 6)]

NOTES:

1. The Chairman of the EGM intends to demand a poll regarding the voting for all the resolutions as set out in the Notice.

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

3. Please insert the number of shares of HK$0.20 each registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all the shares of the Company registered in your name(s).

4. Please insert the name and address of the proxy desired. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE EGM WILL ACT AS YOUR PROXY .

5. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, PLEASE PLACE A “ ✓ ” IN THE RELEVANT BOX under “FOR”. IF YOU WISH TO VOTE AGAINST A RESOLUTION, PLEASE PLACE A “ ✓ ” IN THE RELEVANT BOX under “AGAINST” . Failure to complete the boxes will entitle your proxy to exercise his discretion to vote for or against, or abstain from voting on, the resolutions set out in the Notice. Your proxy will also be entitled to exercise his discretion to vote for or against, or abstain from voting on, any resolution properly put to the EGM other than those referred to in the Notice convening the EGM.

6. 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 under its common seal or under the hand of an officer or attorney duly authorised.

7. In the case of joint holders, any one of such joint holders may attend and vote at the EGM, but if more than one of the joint holders are present at the EGM personally or by proxy, that one of the said persons whose name stands first on the register of members in respect of the joint holding will alone be entitled to vote in respect thereof.

8. In order 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 of that power or authority, must be deposited at the Company’s share registrar, Tricor Secretaries Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong, not less than 48 hours before the time appointed for holding the EGM or any adjournment thereof.

9. A member entitled to attend and vote at the above EGM is entitled to appoint one or more proxies to attend and, on a poll, to vote instead of him. A proxy need not be a member of the Company.

10. Completion and deposit of the form of proxy will not preclude you from attending and voting at the EGM convened or any adjournment thereof and in such event, the authority of the proxy shall be deemed to be revoked.

11. Any alterations made in this form of proxy must be initialled by the person who signs it.