Dream International Limited — Proxy Solicitation & Information Statement 2020

Mar 2, 2020

==> picture [108 x 58] intentionally omitted <==

DREAM INTERNATIONAL LIMITED

(Incorporated in Hong Kong with limited liability)

(Stock Code: 1126)

FORM OF PROXY

I/We (Name) (Block capitals, please) of (Address) being the holder(s) of (see Note 1) shares in Dream International Limited (the “Company”) hereby appoint the Chairman of the Meeting (see Note 2)/(Name) of (Address) or failing him (Name) of (Address) as my/our proxy to attend and vote for me/us and on my/our behalf at the extraordinary general meeting of the Company (the ‘‘Meeting’’) to be held on 23 March 2020 at 10:30 a.m. at 24/F, Admiralty Centre I, 18 Harcourt Road, Hong Kong and at any adjournment thereof or on any resolution or motion which is proposed thereat. My/our proxy is authorised and instructed to vote as indicated (see Note 3) in respect of the undermentioned resolutions:	I/We (Name) (Block capitals, please) of (Address) being the holder(s) of (see Note 1) shares in Dream International Limited (the “Company”) hereby appoint the Chairman of the Meeting (see Note 2)/(Name) of (Address) or failing him (Name) of (Address) as my/our proxy to attend and vote for me/us and on my/our behalf at the extraordinary general meeting of the Company (the ‘‘Meeting’’) to be held on 23 March 2020 at 10:30 a.m. at 24/F, Admiralty Centre I, 18 Harcourt Road, Hong Kong and at any adjournment thereof or on any resolution or motion which is proposed thereat. My/our proxy is authorised and instructed to vote as indicated (see Note 3) in respect of the undermentioned resolutions:			(Block capitals, please) of being the (see Note 1) shares in Dream International Limited (the “Company”) hereby of
	Chairman		of the Meeting (see Note 2)/(Name)
				of

undermentioned resolutions:	undermentioned resolutions:	undermentioned resolutions:
Ordinary Resolutions (see Note 3)				Against (see Note 3)
	Ordinary Resolutions (see Note 3)		For (see Note 3)	Against (see Note 3)
	1.	(a) The Share Transfer Agreement (as defined in the circular of the Company dated 3 March 2020) and the transactions contemplated thereunder be and are hereby approved, confirmed and ratified and (b) any one director of the Company (the ‘‘Director(s)’’) (or any two Directors or a Director together with the company secretary of the Company if the affixing of the common seal of the Company is necessary) be and is hereby authorised on behalf of the Company to do or take all acts, things and steps necessary, appropriate, desirable or expedient in his/her/their opinion to be in the interests of the Company and its shareholders as a whole to approve and implement and/or give effect to and/or complete any matters relating to or in connection with the Share Transfer Agreement, and the transactions contemplated thereunder (including, without limitation, the affixing of common seal of the Company).
	2.	(a) The Capital Contribution Transfer Agreement (as defined in the circular of the Company dated 3 March 2020) and the transactions contemplated thereunder be and are hereby approved, confirmed and ratified and (b) any one Director (or any two Directors or a Director together with the company secretary of the Company if the affixing of the common seal of the Company is necessary) be and is hereby authorised on behalf of the Company to do or take all acts, things and steps necessary, appropriate, desirable or expedient in his/her/their opinion to be in the interests of the Company and its shareholders as a whole to approve and implement and/or give effect to and/or complete any matters relating to or in connection with the Capital Contribution Transfer Agreement, and the transactions contemplated thereunder (including, without limitation, the affixing of common seal of the Company).

Signature(s) (see Note 5) : Notes:

Dated this day of , 2020

1. 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).

2. A member may appoint more than one proxy of his own choice. If such an appointment is made, delete the words “the Chairman of the Meeting”, and insert the name(s) of the person(s) appointed proxy in the space provided. Any alterations made to this form of proxy must be initialled by the person who sign it.

3. Please indicate with an ‘✓’ in the appropriate space beside each of the resolutions how you wish the proxy to vote on your behalf. In the absence of any such indication, the proxy will vote for or against the resolution or will abstain at his discretion.

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

5. In the case of joint holders, the signature of any one holder will be sufficient but the names of all the joint holders should be stated.

6. To be valid this proxy form must be completed, signed and deposited with the Company’s Share Registrar, Tricor Abacus Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong, together with the power of attorney or other authority (if any) under which it is signed (or a notarially certified copy thereof), not less than 48 hours before the time for holding the Meeting.

7. A proxy need not be a member of the Company.

8. Completion and return of this form of proxy will not preclude you from attending and voting in person at the Meeting if you so wish. In the event that you attend the Meeting after having lodged this form of proxy, it will be deemed to have been revoked.