ELL Environmental Holdings Limited — Proxy Solicitation & Information Statement 2016

Aug 25, 2016

ELL EnvironmEntaL HoLdings LimitEd 強泰環保控股有限公司 *

(Incorporated in the Cayman Islands with limited liability)

(stock Code: 1395)

amEndEd Form oF ProXY EXtraordinarY gEnEraL mEEting

I/We, (Name)

of (Address)

being the registered holder(s) of

(Note 1)

(Note 1)

(Note 2) ordinary shares of HK$0.0001 each (the “Shares”) in the capital of

ELL Environmental Holdings Limited (the “Company”), HEREBY APPOINT (Name)

of (Address)

or

failing him/her, the CHAIRMAN OF THE MEETING [(Note 3)] as my/our proxy to attend, speak and vote for me/us and on my/our behalf at the extraordinary general meeting of our Company (the “EGM”) to be held at Units 1-3, 11th Floor, Westlands Centre, 20 Westlands Road, Hong Kong on Thursday, 8 September 2016 at 10:00 a.m. and at its adjournment on any resolution or motion which is proposed thereat. My/our proxy is authorised and instructed to vote as indicated [(Note 4)] in respect of the under-mentioned resolutions:

ordinarY rEsoLUtions	ordinarY rEsoLUtions	For (Note 4)	against (Note 4)
1.	To approve the share purchase agreement dated 16 June 2016 and entered into among ourCompany, Eternity Time Group Limited, Fusion Joy Holdings Inc. and Carlton Asia Limited,in relation to our Company’s acquisition of the entire issued share capital of Weal UnionLimited (the “SPA”), and the transactions contemplated thereunder.
2.	To grant the specific mandate to the directors of our Company (the “Directors”) to allot andissue an aggregate of 159,000,000 Shares of the Company to Fusion Joy Holdings Inc. andCarlton Asia Limited to satisfy the consideration for the SPA in part.
3.	To authorise any one of the Directors to do all such acts and things and sign, agree, ratify,execute, perfect or deliver all such documents or instruments under hand (or where required,under the common seal of our Company together with another Director or any personauthorised by the board of Directors) and take all such steps as the Director in his/herdiscretion may consider necessary, appropriate, desirable or expedient to implement, giveeffect to or in connection with the SPA and any of the transactions contemplated thereunder.
For the full text of the proposed resolutions, please refer to the notice convening the EGM (the “Notice”) as contained in our Company’s circular dated24 August 2016.Signature(s)(Note 5)Dated thisday of2016

For the full text of the proposed resolutions, please refer to the notice convening the EGM (the “Notice”) as contained in our Company’s circular dated 24 August 2016.

Notes:

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

2. Please insert the number of Shares of our Company registered in your name(s) to which this proxy relates; if no number is inserted, this form of proxy will be deemed to relate to all the Shares in the capital of our Company registered in your name(s).

3. A member of our Company (the “Member”) may appoint one (or, if he/she/it holds two or more Shares in our Company, more than one) proxy of his/her/its own choice. If such an appointment is made, please insert the name and address of the person appointed as proxy in the space provided. a proxy need not be a member but must attend the Egm in person to represent you. If more than one proxy is appointed, the original form of proxy may be photocopied for use.

4. imPortant: iF YoU WisH to votE For anY rEsoLUtion, PLEasE tiCK ( 3 ) tHE BoX marKEd “For”. iF YoU WisH to votE against anY rEsoLUtion, PLEasE tiCK ( 3 ) tHE BoX marKEd “against” . Failure to tick a box will entitle your proxy to cast your vote at his/her discretion or abstain from voting. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the EGM other than those referred to in the Notice. If you wish to vote part of your Shares for and part of your Shares against the relevant resolution, please insert the number of Shares of our Company in the relevant box.

* For identification purpose only

1. The 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, attorney or other person authorised to sign the same.

2. In the case of joint shareholders, the signature of any one shareholder will be sufficient but the names of all the joint shareholders should be stated.

3. Where there are joint holders of any Share of our Company, any one of such joint holders may vote at the EGM, 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 is present at the EGM, 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.

4. To be valid, this form of proxy must be completed, signed and deposited at our Company’s Hong Kong branch share registrar, Boardroom Share Registrars (HK) Limited at 31/F., 148 Electric Road, North Point, Hong Kong together with a power of attorney or any other authority, if any, under which it is signed (or a certified copy thereof), no later than 48 hours before the time for holding the EGM or its adjournment (as the case may be). Completion and return of the form of proxy shall not preclude Members from subsequently attending and voting in person at the EGM or its adjournment (as the case may be) should you so wish, and in such event, the form of proxy shall be deemed to be revoked.

5. Any alteration made to this form of proxy must be initialed by the person who signs it.

6. Our Company reserves its right to treat any form of proxy which has been incorrectly completed in some manner as valid if such incorrectness is considered by our Company, at its absolute discretion, not material.

7. A Member or his/her/its proxy should produce proof of identity when attending the EGM. If a corporate Member appoints its representative to attend the EGM, such representative should produce proof of identity and a copy of the resolution of the board of directors or other governing body of that Member appointing such representative to attend the EGM.

PErsonaL inFormation CoLLECtion statEmEnt

• (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 our Company is on a voluntary basis and is used for processing your instructions and/or requests as stated in this form.

• (iii) Your Personal Data will not be transferred to other third parties (other than the Hong Kong branch share registrar of our Company) unless it is a requirement to so do by law, for example, in response to a court order or a law enforcement agency’s request and will be retained for such period as may be necessary for our verification and record purposes.

• (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 should be in writing addressed to the Personal Data Privacy Officer of Boardroom Share Registrars (HK) Limited at 31/F., 148 Electric Road, North Point, Hong Kong.