EFT Solutions Holdings Limited — Proxy Solicitation & Information Statement 2018

Dec 17, 2018

EFT Solutions Holdings Limited 俊盟國際控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 8062)

FORM OF PROXY FOR USE AT EXTRAORDINARY GENERAL MEETING

I/We (Name) of (Address) being the holder(s) of of EFT Solutions Holdings Limited (the “ Company ”) hereby appoint (Name) of (Address) or failing him/her (Name) of (Address)

(Block capitals, please)

(see Note 1) shares of HK$0.01 each in the capital

or failing him/her, the chairman of the meeting (see Note 2) as my/our proxy to attend and vote for me/us and on my/our behalf at the extraordinary general meeting of the Company to be held at Workshop B1 & B3, 11/F, Yip Fung Industrial Building, 28–36 Kwai Fung Crescent, Kwai Chung, New Territories, Hong Kong on Wednesday, 9 January 2019 at 10:30 a.m., 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:

				Ordinary Resolutions (see Note 3)		For (see Note 3)		Against (see Note 3)
	1.	THAT:
		a) to approve, ratify and confirm the entering into the Fourth Supplemental
		Agreement dated		26 November 2018 between the Company and EFT Payments and
		the transactions contemplated thereunder and the annual cap; and b) to authorise
		any one or more		of the Directors to execute documents and do all things to give
		effect to the same.
	2.	THAT:
		a) to approve,	ratify and confirm the entering into the New Master Supply and
		Services Agreement dated 26 November 2018 between the			Company and EFT
		Payments and	the transactions contemplated thereunder and the annual caps; and
		b) to authorise	any one or more of the Directors to execute documents and do all
		things to give effect to the same.

Dated

Signature(s)

(see Note 5)

Notes:

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/her own choice. If such an appointment is made, strike out the words “the chairman of the meeting”, and insert the name(s) of the person(s) appointed as proxy in space provided. Any alteration made to this form of proxy must be initialled by the person who signs it.

3. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, PLEASE TICK THE BOX MARKED “For”. IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, PLEASE TICK THE BOX MARKED “Against”. Failure to tick a box will entitle your proxy to cast your vote at his/ her discretion. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the meeting other than those referred to in the notice convening the meeting.

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.

Where there are joint holders of any share of the Company, any one of such joint holders may vote at the meeting, either in person 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 be present at the meeting, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined as that one of the said persons so present whose name stands first on the register in respect of such share shall alone be entitled to vote in respect thereof.

1. To be valid, this form of proxy must be completed, signed and deposited at the Company’s branch share registrar in Hong Kong, Boardroom Share Registrars (HK) Limited at 2103B, 21/F, 148 Electric Road, North Point, 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 appointed for holding the meeting (i.e. by 10:30 a.m., Monday, 7 January 2019) or any adjournment thereof. The completion and return of the form of proxy shall not preclude shareholders of the Company from attending and voting in person at the above meeting (or any adjourned meeting thereof) if they so wish.

2. A proxy need not be a shareholder of the Company.

3. Capitalised terms defined in the circular of the Company dated 17 December 2018 shall have the same meanings when used in this form of proxy, unless the context otherwise requires.