Glory Flame Holdings Limited — Proxy Solicitation & Information Statement 2017

Mar 9, 2017

GLORY FLAME HOLDINGS LIMITED 朝威控股有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 8059)

PROXY FORM FOR USE AT THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON THURSDAY, 13 APRIL 2017

I/We [(Note][1)] ,

of

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

ordinary share(s) of HK$0.01 each in the capital of

Glory Flame Holdings Limited (the “ Company ”) [(Note][3)] HEREBY APPOINT

of

or

failing him, the chairman of the extraordinary general meeting of the Company (the “ Extraordinary General Meeting ” or “ EGM ”) as my/our proxy to act for me/us and to vote for me/us and on my/our behalf at the Extraordinary General Meeting (or any adjourned meeting) to be held at Jasmine Room, 3/F, Best Western Plus Hotel Hong Kong, 308, Des Voeux Road West, Hong Kong on Thursday, 13 April 2017 at 9:30a.m. and at any adjournment thereof for the purpose of considering and, if thought fit, passing the ordinary resolutions as set out in the notice convening the Extraordinary General Meeting as indicated below or if no such indication is given, as my/our proxy thinks fit and in respect of any other business that may properly come before the Extraordinary General Meeting and/or at any adjournment thereof.

		ORDINARY RESOLUTIONS (Note 4)	ORDINARY RESOLUTIONS (Note 4)	ORDINARY RESOLUTIONS (Note 4)	ORDINARY RESOLUTIONS (Note 4)	ORDINARY RESOLUTIONS (Note 4)
	(based on the proposed resolutions set out in the Requisition dated 17 February 2017							FOR (Note 5)	AGAINST (Note 5)
		**signed by Mr. Wu Xiongbin and using the **		same numberings thereof)
	1.	To consider and if thought fit	the passing of an	ordinary resolution of			the Company to
		appoint Mr. Zheng WanZhang	as an executive director of the Company with immediate
		effect
	2.	To consider and if thought fit	the passing of an	ordinary resolution of			the Company to
		appoint Mr. Wei Sheng as an executive director of the Company with immediate effect
	3.	To consider and if thought fit	the passing of an	ordinary resolution of			the Company to
		appoint Mr. Wong Chau Ping as a non-executive director of the					Company with
		immediate effect
	4.	To consider and if thought fit	the passing of an	ordinary resolution of			the Company to
		appoint Mr. Matthew Pau as	an independent non-executive director of the Company
		with immediate effect
	5.	To consider and if thought fit	the passing of an	ordinary resolution of			the Company to
		appoint Mr. Huang Jian as an	independent non-executive director of the Company with
		immediate effect
	6.	To consider and if thought fit	the passing of an	ordinary resolution of			the Company to
		remove Ms. Che Xiaoyan as a	director of the Company with immediate				effect
	7.	To consider and if thought fit	the passing of an	ordinary resolution of			the Company to
		remove Mr. Liu Zhong Ping as a director of the		Company with immediate effect
	8.	To consider and if thought fit	the passing of an	ordinary resolution of			the Company to
		remove Mr. Man Wai Lun as a director of the Company with immediate effect
	9.	To consider and if thought fit	the passing of an	ordinary resolution of			the Company to
		remove Mr. Chan Kam Wah as a director of the Company with immediate effect
	10.	To consider and if thought fit	the passing of an	ordinary resolution of			the Company to
		remove Mr. Bai Honghai as a director of the Company with immediate effect
	11(i).	To consider and if thought fit	the passing of an	ordinary resolution of			the Company to
		remove Ms. Jiao Fei as a director of the Company with immediate effect
	11(ii).	To consider and if thought fit	the passing of an	ordinary resolution of			the Company to
		remove Ms. Yang Nina as a director of the Company				with immediate effect
	11(iii).	To consider and if thought fit	the passing of an	ordinary resolution of			the Company to
		remove Mr. Li Shunmin as a director of the Company with immediate effect
	11(iv).	To consider and if thought fit	the passing of an	ordinary resolution of			the Company to
		remove Mr. Guan Jincheng as a director of the Company with immediate effect
	11(v).	To consider and if thought fit	the passing of an	ordinary resolution of			the Company to
		remove Ms. Wu Chungping as	a director of the Company with immediate effect
	11(vi).	To consider and if thought fit	the passing of an	ordinary resolution of			the Company to
		remove Mr. Li An Sheng as a director of the Company with immediate effect
	11(vii).	To consider and if thought fit	the passing of an	ordinary resolution of			the Company to
		remove Mr. Shen Xingxing as	a director of the Company with immediate effect

		ORDINARY RESOLUTIONS (Note 4) (proposed by the board of directors of the Company)	ORDINARY RESOLUTIONS (Note 4) (proposed by the board of directors of the Company)	ORDINARY RESOLUTIONS (Note 4) (proposed by the board of directors of the Company)	ORDINARY RESOLUTIONS (Note 4) (proposed by the board of directors of the Company)		FOR (Note 5)	AGAINST (Note 5)
	12.	Conditional upon Resolution	no.11(i) set out		in the notice of the EGM not being
		passed, to consider and if thought		fit the passing of an ordinary resolution of the
		Company to re-elect Ms. Jiao Fei as		executive director of the Company with immediate
		effect
	13.	Conditional upon Resolution	no.11(ii) set out		in the notice of the EGM not being
		passed, to consider and if thought		fit the passing of an ordinary resolution of the
		Company to re-elect Ms. Yang Nina as executive director of the Company with
		immediate effect
	14.	Conditional upon Resolution no.11(iii) set out			in the notice of the EGM not being
		passed, to consider and if thought		fit the passing of an ordinary resolution of the
		Company to re-elect Mr. Li	Shunmin as executive director of the Company with
		immediate effect
	15.	Conditional upon Resolution	no.11(iv) set out		in the notice of the EGM not being
		passed, to consider and if thought		fit the passing of an ordinary resolution of the
		Company to re-elect Mr. Guan Jincheng as executive director of				the Company with
		immediate effect
	16.	Conditional upon Resolution	no.11(v) set out		in the notice of the EGM not being
		passed, to consider and if thought		fit the passing of an ordinary resolution of the
		Company to re-elect Ms. Wu Chungping as non-executive director of the Company with
		immediate effect
	17.	Conditional upon Resolution	no.11(vi) set out		in the notice of the EGM not being
		passed, to consider and if thought		fit the passing of an ordinary resolution of the
		Company to re-elect Mr. Li An Sheng as independent non-executive director of the
		Company with immediate effect
	18.	Conditional upon Resolution no.11(vii) set out in the notice of the EGM not being
		passed, to consider and if thought		fit the passing of an ordinary resolution of the
		Company to re-elect Mr. Shen Xingxing as independent non-executive director of the
		Company with immediate effect

Dated this day of 2017 Signature [(Note][6)] :

Notes:

1. Full name(s) and address (es) must be inserted in BLOCK CAPITAL .

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

3. Please insert the name and address of the proxy desired in the space provided. If no name is inserted, the chairman of the Extraordinary General Meeting will act as your proxy. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITALLED BY THE PERSON(S) WHO SIGN(S) IT .

4. The description of these resolutions is by way of summary only. The full text appears in the notice of the Extraordinary General Meeting.

5. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION, TICK THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST THE RESOLUTION, TICK THE BOX MARKED “AGAINST”. Failure to tick either box will entitle your proxy to cast your vote or abstain at his discretion. Your proxy will also be entitled to vote or abstain at his discretion on any resolution properly put to the Extraordinary General Meeting and/or at any adjournment thereof other than those referred to in the notice convening the Extraordinary General Meeting.

6. This form of 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 authorized to sign the same. In the case of this form of proxy purporting to be signed on behalf of a corporation by an officer thereof it shall be assumed, unless the contrary appears, that such officer was duly authorized to sign this form on behalf of the corporation without further evidence of the fact.

7. Any member entitled to attend and vote at the Extraordinary General Meeting of the Company is entitled to appoint another person as his proxy to attend and vote instead of him. A member may appoint a proxy in respect of part only of his holding of shares in the Company. A proxy need not be a member of the Company.

8. This form of 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 office of the Hong Kong branch share registrar and transfer office of the Company in Hong Kong, BoardRoom Share Registrars (HK) Limited at 31/F, 148 Electric Road, North Point, Hong Kong not less than forty-eight (48) hours before the time appointed for holding the Extraordinary General Meeting or adjourned meeting at which the person named in this form proposes to vote or, in the case of a poll taken subsequently to the date of the Extraordinary General Meeting or adjourned meeting, not less than forty-eight (48) hours before the time appointed for the taking of the poll and in default this form of proxy shall not be treated as valid.

9. Delivery of this form of proxy shall not preclude a member from attending and voting in person at the Extraordinary General Meeting convened and in such event, this form of proxy shall be deemed to be revoked.

10. Where there are joint holders of any share any one of such joint holders may vote, either in person or by proxy, in respect of such share as if he were solely entitled thereto, but if more than one of such joint holders be present at the Extraordinary General 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 of the Company in respect of the joint holding.