FSE Lifestyle Services Limited — Proxy Solicitation & Information Statement 2017

Oct 26, 2017

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REVISED PROXY FORM

Revised proxy form for use by shareholders at the annual general meeting to be held on Wednesday, 29 November 2017 at 11:30 a.m. (or at any adjournment thereof)

I/We (note 1)

of

of (note 2)

being the registered holder(s) shares (the ‘‘Shares’’) of HK$0.10 each in the capital of FSE Engineering

Holdings Limited (the ‘‘Company’’), HEREBY APPOINT (note 3)

of

or failing him, the Chairman of the annual general meeting of the Company (the ‘‘Meeting’’), as my/our proxy to attend on my/our behalf at the Meeting to be held at 17th Floor, Chevalier Commercial Centre, 8 Wang Hoi Road, Kowloon Bay, Kowloon, Hong Kong on Wednesday, 29 November 2017 at 11:30 a.m. (or at any adjournment thereof) for the purpose of considering and, if thought fit, passing the resolutions as set out in the notice convening the Meeting and at the Meeting (or at any adjournment thereof) to vote for me/us on my/our behalf in respect of the resolutions as hereunder indicated or, if no such indication is given, as my/our proxy thinks fit.

		ORDINARY RESOLUTIONS*	FOR (note 4)	AGAINST (note 4)
	1.	To receive and consider the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors (the ‘‘Directors’’) and the auditor (the ‘‘Auditor’’) of the Company for the year ended 30 June 2017.
	2.	To declare the payment of final dividend for the year ended 30 June 2017.
	3.	(a) To re-elect Dr. Cheng Kar Shun, Henry as Director.
		(b) To re-elect Mr. Poon Lock Kee, Rocky as Director.
		(c) To re-elect Mr. Soon Kweong Wah as Director.
		(d) To re-elect Mr. Lee Kwan Hung as Director.
		(e) To authorise the board of Directors to fix the Directors’ remuneration.
	4.	To re-appoint PricewaterhouseCoopers as the Auditor and authorise the board of Directors to fix the Auditor’s remuneration.
	5.	To approve a general mandate to the Directors to issue Shares not exceeding 20% of the aggregate number of issued Shares as at the date of passing of this resolution.
	6.	To approve a general mandate to the Directors to buy back Shares not exceeding 10% of the aggregate number of issued Shares as at the date of passing of this resolution.
	7.	To extend the general mandate granted to the Directors to issue shares by the addition thereto the shares bought-back by the Company.

• The full text of each of the resolutions is set out in the notice of the Meeting.

Dated this day of 2017. Signature (note 5):

• Notes: 1. Full name(s) and address(es) to 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). If no number is inserted, this Revised Proxy Form (‘‘Revised Proxy Form’’) will be deemed to relate to all the Shares registered in your name(s).

• Please insert the name and address of the proxy desired. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE MEETING WILL ACT AS YOUR PROXY. ANY ALTERATION MADE TO THIS REVISED PROXY FORM MUST BE INITIALLED BY THE PERSON(S) WHO SIGN(S) IT.

• IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, PUT A TICK (‘‘P’’) IN THE BOX MARKED ‘‘FOR’’. IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, PUT A (‘‘P’’) IN THE BOX MARKED ‘‘AGAINST’’. Failure to do so will entitle your proxy to cast his 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 convening the Meeting.

• This Revised Proxy Form 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 or attorney duly authorised in that behalf.

• Where there are joint registered holders of any Shares, any one of such persons may vote at the Meeting, either personally or by proxy, in respect of such Shares as if he was solely entitled thereof, but if more than one of such joint holders be present at the Meeting personally or by proxy, that one of the said persons so present whose name stands first on the register of members in respect of such Shares shall alone be entitled to vote in respect thereof.

• the‘‘InShareorderCompanyRegistrarto be’svalid,branch’’) thisnotsharelessRevisedthanregistrarProxy48 hoursandForm,transferbeforetogethertheofficetimewithinfixedtheHongpowerforKong,holdingof attorneyTricorthe MeetingInvestoror otherorServicesauthorityat any adjournmentLimited,(if any)atunderLevelthereofwhich22,(asHopewellittheis casesignedmayCentre,or be)a certified183(the Queen‘‘Proxycopy’s thereof,ClosingRoad East,mustTimeHongbe’’).depositedKong (theat 8. The proxy need not be a member of the Company but must attend the Meeting in person to represent you.

• Completion and delivery of the Revised Proxy Form will not preclude you from attending and voting at the Meeting if you so wish, but the authority of your proxy will be invalid forthwith.

• IMPORTANT: If you have not yet lodged the original proxy form which was sent to you together with the notice convening the Meeting (the ‘‘Original Proxy Form’’) with the Share Registrar, you are required to lodge this Revised Proxy Form if you wish to appoint any proxy to attend the Meeting on your behalf. In this case, the Original Proxy Form should NOT be lodged with the Share Registrar.

• IMPORTANT: If you wish to appoint any proxy to attend the Meeting on your behalf, and have already duly completed and lodged the Original Proxy Form with the Share Registrar, please note that:

• (a) if both the Original Proxy Form and this Revised Proxy Form, in each case, correctly completed and signed, are lodged with the Share Registrar at or prior to the Proxy Closing Time, this Revised Proxy Form will be treated as a valid form of proxy lodged by you.

• (b) if the Original Proxy Form has already been lodged with the Share Registrar at or prior to the Proxy Closing Time but no Revised Proxy Form is lodged with the Share Registrar at or prior to the Proxy Closing Time or if the Revised Proxy Form is lodged with the Share Registrar after the Proxy Closing Time or if the Revised Proxy Form is invalid for whatever reasons, the Original Proxy Form will be treated as valid form of proxy if correctly completed and signed. The proxy so appointed by you under the Original Proxy Form will be entitled to vote at his or her discretion or to abstain at the Meeting on ordinary resolution numbered 3 as set out in the notice convening the Meeting.