ENM Holdings Limited — Proxy Solicitation & Information Statement 2019

Sep 9, 2019

SOUTH SEA PETROLEUM HOLDINGS LIMITED 南海石油控股有限公司

(Incorporated in Hong Kong with limited liability)

(Stock Code: 076)

Form of Proxy for the Annual General Meeting convened on 16 October 2019 at 11:00 a.m. at Unit 6, G/F, The Center, 99 Queen’s Road Central, Hong Kong (or any adjournment thereof)

I/We[1]

of[1]

being the registered holder(s) of[[2]]

being the registered holder(s) of[[2]] shares of South Sea Petroleum Holdings Limited (the “Company”) HEREBY APPOINT[3] the Chairman of the meeting or of as my/our proxy to attend and vote for me/us and on my/our behalf at the Annual General Meeting of the Company to be held at Unit 6, G/F, The Center, 99 Queen’s Road Central, Hong Kong on 16 October 2019 at 11:00 a.m. (the “Meeting”) (or at any adjournment thereof) in respect of the resolutions set out in the notice convening the Meeting (the “Notice”) as hereunder indicated, and, if no such indication is given, as my/our proxy thinks fit.

	To pass the following resolutions as Ordinary Resolutions	To pass the following resolutions as Ordinary Resolutions	To pass the following resolutions as Ordinary Resolutions	To pass the following resolutions as Ordinary Resolutions
	1.	To receive and adopt the Audited Financial Statements and the Reports of the Directors and Auditor for the year ended 31 December 2018.
	2.	(a) To re-elect Mr. Feng Zhong Yun as an executive Director.
		(b) To re-elect Mr. Ng Lai Po as an independent non-executive Director.
		(c) To authorise the Board of Directors to fix the remuneration of the aforesaid Directors.
	3.	(a) To re-elect Mr. Chai Woon Chew who has already served the Company for more than nine years as an independent non-executive Director.
		(b) To authorize the Board to fix the remuneration of Mr. Chai Woon Chew.
	4.	To re-appoint BDO Limited as Auditors and to authorise the Board of Directors to fix their remuneration.
	5.	To pass Ordinary Resolution no. 5 in the Notice. (To grant a general mandate to the Board of Directors to repurchase the Company’s own shares)
	6.	To pass Ordinary Resolution no. 6 in the Notice. (To grant a general mandate to the Board of Directors to allot and issue shares)
	7.	To pass Ordinary Resolution no. 7 in the Notice. (To add the number of the shares repurchased by the Company to the general mandate granted to the Board of Directors under Resolution no. 5)
	To pass the following resolutions as Special Resolutions
	8. (a) To change the name of the Company be changed from “South Sea Petroleum Holdings Limited 南海石油控股有限公司” to “Elate Holdings Limited 誼礫控股有限公司”; and (b) to authorise any directors or the company secretary to do all things necessary to implement the change of the name of the Company.
	9. (a) To approve and adopt the new articles of association of the Company in substitution for, and to the exclusion of, the existing memorandum and articles of association of the Company with effect from the end of this meeting; and (b) to authorise any directors or the company secretary to do all things necessary to implement the adoption of the new articles of association of the Company.
	Dated this		day of	, 2019 Signature(s)6

Notes:

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

2. 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).

3. If any proxy other than the Chairman of the Meeting is preferred, delete the words “the Chairman of the meeting” and insert the name and address of the proxy desired in the space provided. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

4. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, TICK IN THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, TICK IN THE BOX MARKED “AGAINST” . Failure to tick a box will entitle your proxy to cast your vote at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the Meeting other than those referred to in the Notice.

1. 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 such power of attorney or authority, must be deposited with the Company’s Share Registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong not less than 48 hours before the time fixed for holding the Meeting or adjourned meeting.

2. This Form of Proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must either be executed under its common seal or under the hand of an officer or attorney or other person duly authorised.

3. Where there are joint registered holders of any share, any one of such persons may vote at the Meeting, either personally or by proxy, in respect of such share as if he were solely entitled thereto. If more than one of such joint holders is present at the Meeting, personally or by proxy, then one of the said persons so present whose name stands first on the Register of Members in respect of such share shall alone be entitled to vote in respect thereof.

4. The proxy need not be a member of the Company but must attend the Meeting in person to represent you.

5. Completion and return of this Form of Proxy will not preclude you from attending and voting at the Meeting if you wish to do so.