Fulum Group Holdings Limited — Proxy Solicitation & Information Statement 2015

Jul 15, 2015

(Stock Code: 1443)

PROXY FORM

Form of proxy for use by shareholders at the annual general meeting to be held at Unit A, 29/F, Admiralty Centre I, 18 Harcourt Road, Hong Kong at 11:00 a.m. on 14 August 2015

I/We (note a)

of

being the registered holder(s) of

(note b) shares (the ‘‘Shares’’) of HK$0.001 each in the share capital of Fulum Group Holdings Limited (the ‘‘Company’’) hereby appoint the chairman of the annual general meeting (the ‘‘Meeting’’) of the Company or

of

to act as my/our proxy (note c) at the Meeting to be held at Unit A, 29/F, Admiralty Centre I, 18 Harcourt Road, Hong Kong on 14 August 2015 at 11:00 a.m. (or any adjournment thereof) and to vote on my/our behalf as directed below.

Please mark in the appropriate boxes to indicate how you wish your vote(s) to be cast on a poll.

	ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	FOR (note d)	AGAINST (note d)
	1.	To receive and approve the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors and auditors of the Company for the year ended 31 March 2015.
	2.	To declare a final dividend for the year ended 31 March 2015 of HK$0.05 per share of HK$0.001 each in the capital of the Company.
	3.	(a) To re-elect Mr. Yeung Yun Kei as an executive director.
		(b) To re-elect Mr. Leung Siu Sun as an executive director.
		(c) To re-elect Mr. Lock Kwok On Anthony as an independent non-executive director.
		(d) To authorise the board of directors of the Company to fix the remuneration of the directors.
	4.	To re-appoint Ernst & Young as the auditor of the Company and to authorise the board of directors of the Company to fix the remuneration of the auditor.
	5.	To grant a general and unconditional mandate to the directors of the Company to allot, issue or otherwise deal with the additional shares in the capital of the Company not exceeding 20% of the total number of issued shares of the Company as at the date of the passing of this resolution.
	6.	To grant a general and unconditional mandate to the directors of the Company to repurchase shares in the capital of the Company not exceeding 10% of the total number of issued shares of the Company as at the date of the passing of this resolution.
	7.	Conditional upon resolutions 5 and 6 above being passed, the general and unconditional mandate granted to the directors to allot, issue or otherwise deal with the additional shares in the capital of the Company pursuant to resolution 5 be extended by the total number of shares of the Company repurchased by the Company under the authority granted pursuant to resolution 6.

Dated this day of 2015.

Shareholder’s signature x x (notes e to j)

Notes:

• a Full name(s) and address(es) are to be inserted in BLOCK CAPITAL LETTERS. The names of all joint registered holders should be stated.

b Please insert the number of Shares registered in your name(s) to which the proxy related. If no number is inserted, this form of proxy will be deemed to relate to all the Shares in the share capital of the Company registered in your name(s).

• c Achairmanproxy needof thenotannualbe a generalmembermeetingof the (theCompany.‘‘MeetingIf you’’) ofwishthe Companyto appointorsome’’ andpersoninsert otherthe namethanandtheaddresschairmanof theof thepersonMeetingappointedas yourin theproxy,spacepleaseprovided.deleteAthememberwordsof‘‘thethe Company entitled to attend and vote at the Meeting is entitled to appoint in written form one or, if he is the holder of two or more Shares, more proxies to attend and vote instead of him.

• d lieutheIf youboxesof wishtickmarked(to‘‘Pvote’’)‘‘inAgainstfortheanyrelevant’’of. Iftheyoubox.resolutionswishIf theto formvoteset outonlyreturnedabove,partisofpleasedulythe signednumbertick (‘‘butPof’’withoutShares) the boxesinspecificrespectmarkeddirectionof ‘‘whichFor’’on. theIfanyyouproxyofwishtheisproposedtoso voteappointed,againstresolutions,pleaseany ofthestatetheproxyresolutions,the exactwill votenumberpleaseor abstainoftickShares(at‘‘Phis/’’in) her discretion in respect of all resolutions; or if in respect of a particular proposed resolution there is no specific direction, the proxy will, in relation to that particular proposed resolution, vote or abstain 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.

• e In the case of joint holders of Shares, any one of such joint holders 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 are present at the Meeting personally or by proxy, 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.

• f The instrument appointing a proxy shall be in writing under the hand of the appointor or of his/her attorney duly authorised in writing, or if the appointor is a corporation, either under seal or under the hand of an officer or attorney duly authorised.

g mustToHopewellbebevalid,depositedCentre,this form183withQueenof theproxy’sHongRoadtogetherKongEast,withbranchHonganyKongpowersharenotregistraroflessattorneythanand48ortransferotherhours authoritybeforeofficethe(‘‘(ifBranchtimeany)fixedunderRegistrarforwhichholding’’)it ofisofsignedthethe Company,Meetingor a notariallyorTricorany adjournmentcertifiedInvestorcopyServicesthereof.of suchLimitedpoweratofLevelauthority22,

h For the purpose of determining members who are qualified for attending the annual general meeting, the register of members of the Company will be closed from Wednesday, 12 August 2015 to Friday, 14 August 2015 (both days inclusive), during which period no transfer of Shares will be effected. In order to qualify for attending the Meeting or any adjournment thereof, all transfers of Shares accompanied by the relevant share certificates must be lodged with the Branch Registrar at the above address by no later than 4:30 p.m. on Tuesday, 11 August 2015.

i For the purpose of determining members who are qualified for the proposed final dividend, conditional on the passing of resolution no. 2 set out in this notice, the register of membersIn order toofqualifythe Companyfor the willproposedbe closedfinalfromdividend,Thursday,all transfers20 Augustof Shares,2015 toaccompaniedMonday, 24 byAugustthe relevant2015, bothsharedayscertificates,inclusive,mustduringbe whichlodgednowithtransferthe Companyof Share’swillbranchbe effected.register and transfer office in Hong Kong at the address stated in note g above not later than 4:30 p.m. on Wednesday, 19 August 2015 for registration.

j Completion and delivery of an instrument appointing a proxy shall not preclude a member from attending and voting in person at the Meeting or any adjournment thereof and in such event, the instrument appointing a proxy shall be deemed to be revoked.

k Any alteration made to this form should be initialled by the person(s) who sign(s) the form.