Enterprise Development Holdings Limited — Proxy Solicitation & Information Statement 2017

Apr 28, 2017

==> picture [45 x 44] intentionally omitted <==

ENTERPRISE DEVELOPMENT HOLDINGS LIMITED 企展控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1808)

REVISED PROXY FORM FOR THE ANNUAL GENERAL MEETING OF THE COMPANY TO BE HELD ON FRIDAY, 19 MAY 2017

I/We [(Note][1)] of being the registered holder(s) of [(Note][2)] ordinary shares (the “Shares”) of HK$0.10 each in the capital of Enterprise Development Holdings Limited (the “Company”), HEREBY APPOINT THE CHAIRMAN OF THE MEETING [(Note][3)] , or of

ordinary shares (the “Shares”) of

as my/our proxy to attend and act for me/us and on my/our behalf at the annual general meeting of the Company to be held at Pacific Room on 2/F, Island Pacific Hotel, 152 Connaught Road West, Hong Kong on Friday, 19 May 2017 at 10:30 a.m. (or at any adjournment thereof) (the “Meeting”) for the purpose of considering and, if thought fit, passing the resolutions as set out in the notice dated 18 April 2017 and the supplemental notice dated 28 April 2017 convening the Meeting and at the Meeting to vote for me/us and in my/our name(s) in respect of the resolutions as hereunder indicated, or, if no such indication is given, as my/ our proxy thinks fit. My/our proxy will also be entitled to vote on any matter properly put to the Meeting in such manner as he/she thinks fit.

		ORDINARY RESOLUTIONS		FOR (Note 4)	AGAINST (Note 4)	AGAINST (Note 4)
	1.	To receive and consider the audited financial statements for the year ended 31 December 2016 and
		reports of the Directors and auditors of the Company and its subsidiaries.
	2.	(a)To re-elect Mr. Li Wai Kwan as Director.		(a)	(a)
		(b)To re-elect Mr. Li Jiang Nan as Director.		(b)	(b)
		(c)To re-elect Ms. Hu Gin Ing as Director.		(c)	(c)
		(d)To re-elect Mr. Liu Jian as Director.		(d)	(d)
		(e)To re-elect Ms. Fan Carol as Director.		(e)	(e)
		(f)To authorise the Board of Directors to fix the Directors’ remuneration.		(f)	(f)
	3.	To re-appoint auditors and to authorise the Board of Directors to fix their remuneration.
	4.	To grant a general mandate to the Directors of the Company to allot, issue and	deal with new shares
		of the Company not exceeding 20% of its issued shares.
	5.	To grant a general mandate to the Directors of the Company to repurchase shares of the Company not
		exceeding 10% of its issued shares.
	6.	To extend the general mandate granted to the Directors of the Company to allot, issue and deal with
		new shares by an amount not exceeding the number of the shares repurchased by the Company.

Signature(s) [(Note][5)] :

Date:

Notes:

1. Full name(s) and address(es) must be inserted in BLOCK CAPITALS . The names of all joint registered holders should be stated. 2. Please insert the number of Shares registered in your name(s) to which this proxy relates. If no number is inserted, this revised proxy form of proxy will be deemed to relate to all Shares registered in your name(s).

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

3. IMPORTANT: If you wish to vote for a resolution, tick in the box marked “For”. If you wish to vote against a resolution, tick in the box marked “Against”. If no direction is given, your proxy may vote or abstain as he/she thinks fit. 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 and the supplemental notice of the Meeting.

4. Any member of the Company entitled to attend and vote at the Meeting shall be entitled to appoint another person as his proxy to attend and vote instead of him. A member who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf at a general meeting of the Company. A proxy need not be a member. In addition, a proxy or proxies representing either a member who is an individual or a member which is a corporation shall be entitled to exercise the same powers on behalf of the member which he or they represent as such member could exercise.

5. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or, if the appointor is a corporation, either under its seal or under the hand of an officer, attorney or other person duly authorised to sign the same.

6. The instrument appointing a proxy and (if required by the board of directors of the Company) the power of attorney or other authority (if any), under which it is signed or a certified copy of such power or authority shall be delivered to the Company’s branch share registrar in Hong Kong, Union Registrars Limited (“Share Registrar”), located at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong not less than 48 hours before the time appointed for holding the Meeting (“Closing Time”) or adjourned meeting at which the person named in the instrument proposes to vote.

7. If you have not yet lodged the proxy form enclosed in the notice of Meeting (“Initial Proxy Form”) with the Share Registrar, you are requested to lodge this revised proxy form if you wish to appoint proxies to attend the Meeting on your behalf. In this case, the Initial Proxy Form should not be lodged with the Share Registrar.

8. If you have already lodged the Initial Proxy Form with the Share Registrar, please note that: (i) if no revised proxy form is lodged with the Share Registrar before the Closing Time, the Initial Proxy Form will be treated as a valid proxy form lodged by you if correctly completed. The proxy so appointed by you shall be required to vote in such manner as he/she may be directed under the Initial Proxy Form, and in respect of the resolution for the proposed resolution no. 2 as set out in the supplemental notice of Meeting, the proxy will be entitled to vote at his/her discretion or to abstain from voting on such resolution; or

(ii) if this revised proxy form is lodged with the Share Registrar before the Closing Time, this revised proxy form will revoke and supersede the Initial Proxy Form previously lodged by you. This revised proxy form will be treated as a valid proxy form lodged by you if correctly completed; or

• (iii) if this revised proxy form is lodged with the Share Registrar after the Closing Time, this revised proxy form will be deemed invalid. The Initial Proxy Form will be treated as a valid proxy form lodged by you if correctly completed. The proxy so appointed by you shall be required to vote in such manner as he/she may be directed under the Initial Proxy Form, and in respect of the proposed resolution no. 2 as set out in the supplemental notice of the Meeting, the proxy will be entitled to vote at his/ her discretion or to abstain from voting on such resolution. Accordingly, you are advised not to lodge this revised proxy form after the Closing Time. If you wish to vote at the Meeting, you will have to attend in person and vote at the Meeting yourself.

1. Delivery of an instrument appointing a proxy shall not preclude a member from attending and voting in person at the Meeting convened.

2. Where there are joint holders of any Share, any one of such joint holder may vote 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 any meeting, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the register of members in respect of the joint holding.