Daohe Global Group Limited — Proxy Solicitation & Information Statement 2017

Apr 27, 2017

==> picture [129 x 46] intentionally omitted <==

Daohe Global Group Limited 道 和 環球 集 團 有 限 公 司

(Incorporated in Bermuda with limited liability) (Stock Code: 915)

Number of shares to which this form relates[2]

FORM OF PROXY FOR THE SPECIAL GENERAL MEETING TO BE HELD ON TUESDAY, 23 MAY 2017 AT 3:00 P.M. (or any adjournment thereof)

I/We[1]

of

being the registered holder(s) in the share capital of Daohe Global Group Limited (‘‘Company’’) HEREBY APPOINT[3] THE CHAIRMAN OF THE SPECIAL GENERAL MEETING OF THE COMPANY (‘‘Meeting’’) or of

to act as my/our proxy[3] to attend and vote for me/us and on my/our behalf at the Meeting to be held on Tuesday, 23 May 2017 at 3:00 p.m. at Showroom 1A, 1123, Kowloonbay International Trade & Exhibition Centre, 1 Trademart Drive, Kowloon Bay, Kowloon, Hong Kong or any adjournment thereof, for the purpose of considering, if thought fit, passing with or without modification, the proposed ordinary resolution as set out in the notice convening the Meeting dated 28 April 2017 (the ‘‘SGM Notice’’) as hereunder indicated, and, if no such indication is given, as my/our proxy thinks fit and on any other resolutions properly put to the Meeting.

Please tick (‘‘P’’) in the appropriate box below to indicate how you wish your vote(s) to be cast[4] .

Please tick (‘‘P’’) in the appropriate box below to indicate how you wish your vote(s) to be cast4.	Please tick (‘‘P’’) in the appropriate box below to indicate how you wish your vote(s) to be cast4.	Please tick (‘‘P’’) in the appropriate box below to indicate how you wish your vote(s) to be cast4.	Please tick (‘‘P’’) in the appropriate box below to indicate how you wish your vote(s) to be cast4.	Please tick (‘‘P’’) in the appropriate box below to indicate how you wish your vote(s) to be cast4.
ORDINARY RESOLUTIONS					FOR4	AGAINST4
1	(a) To approve the execution of the Share Purchase Agreement (as varied and supplemented by an amendment letter) and all transactions contemplated thereunder (the ordinary resolution as set out in the SGM Notice). (b) To grant a specific mandate to the directors of the Company to allot and issue the Company’s shares in accordance with the Share Purchase Agreement (the ordinary resolution as set out in the SGM Notice). (c) To approve any one or more of the Directors to be authorised to do all such acts and things a n d e x e c u t e a l l s u c h d o c u m e n t s o n b e h a l f o f t h e C o m p a n y w h i c h he/they consider(s) necessary, desirable or expedient for the purpose of, or in connection with, the implementation of and giving effect to the terms of the Share Purchase Agreement and the transactions contemplated thereunder.
2	Each as a separate resolution, to		re-elect the following retiring directors as directors of the	Company:
	2.1 Mr. ZHANG Jifeng
	2.2 Mr. LAU Shu Yan
	2.3 Mr. ZHANG Huijun
Dated this		day of	2017 Signature(s)5

Notes:

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

2. Please insert the number of shares of US$0.004 each in the capital 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 of the Company registered in your name(s).

3. (If‘‘Meetingany proxy’’) orother’’ andthaninsertthetheChairmanname andofaddressthe Meetingof the proxyis preferred,appointedpleasein thedeletespacetheprovided.words ‘‘ATHEproxyCHAIRMANneed not be aOFshareholderTHE SPECIALof the CompanyGENERALbut mustMEETINGattend theOFMeetingTHE COMPANYin person to represent you.

4. TOIMPORTANT:VOTE AGAINSTIF YOUA WISHRESOLUTION,TO VOTETICKFOR (A‘‘PRESOLUTION,’’) IN THE BOXTICKMARKED(‘‘P’’) ‘‘INAGAINSTTHE BOX’’ OPPOSITEMARKED ‘‘TOFORSUCH’’ OPPOSITEPROPOSEDTO RESOLUTION.SUCH PROPOSEDFailureRESOLUTION.to tick a box willIF YOUentitleWISHyour proxy to cast your vote at his discretion in respect of that particular resolution. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the Meeting (or any adjournment thereof) other than those set out in the notice convening the Meeting.

5. The form of proxy must be signed by a registered shareholder, or his/her attorney duly authorised in writing, or if the registered shareholder is a corporation, either under its common seal or under the hand of an officer, attorney or other person duly authorised.

6. HongTo be Kongvalid, branchthis formshareof proxyregistrartogetherof thewithCompany,any powerTricorof attorneyStandardor Limitedother authorityof Level(if 22,any)Hopewellunder whichCentre,it is 183signedQueenor a’scertifiedRoad East,copyHongof suchKong,powernotorlessauthority,than 48musthoursbe depositedbefore theattimethe appointed for holding the Meeting or any adjournment thereof.

7. Where there are joint holders of any share of the Company, any one of such persons may vote at the Meeting, either personally or by proxy, in respect of such share as if he/she were solely entitled thereto, but if more than one of such joint holders are present at the Meeting, personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such share shall alone be entitled to vote in respect thereof.

8. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON(S) WHO SIGN(S) IT.

9. Completion and return of this form of proxy will not preclude you from attending and voting in person at the Meeting or any adjournment thereof if you wish. In the event that you, having lodged this form of proxy, attend the Meeting, this form of proxy will be deemed to have been revoked.

10. Please refer to the circular of the Company dated 28 April 2017 for the typhoon or black rainstorm warning arrangements.

11. PERSONAL INFORMATION COLLECTION STATEMENT

12. (i) ‘‘Personal Data’’ in these statements has the same meaning as ‘‘personal data’’ in the Personal Data (Privacy) Ordinance, Chapter 486 of the Laws of Hong Kong (‘‘PDPO’’). (ii) Your supply of Personal Data to the Company is on a voluntary basis. Failure to provide sufficient information may result in the Company being unable to process your appointment of proxy and instructions.

13. (iii) Your Personal Data may be disclosed or transferred by the Company to its subsidiaries, its share registrar, and/or other companies or bodies for any of the stated purposes, and retained for such period as may be necessary for our verification and record purposes.

14. (iv) You have the right to request access to and/or correction of your Personal Data in accordance with the provisions of the PDPO. Any such request for access to and/or correction of your Personal Data should be in writing to the Privacy Compliance Officer of the Hong Kong branch share registrar of the Company, Tricor Standard Limited at the above address.