Grand Ming Group Holdings Limited — Proxy Solicitation & Information Statement 2016

Jun 21, 2016

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(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1271)

PROXY FORM FOR USE AT THE ANNUAL GENERAL MEETING TO BE HELD ON 28 JULY 2016 AT 10:00 A.M.

I/We[(note][1)]

of

shares[(note][2)] of HK$0.01 each in the share capital of Grand Ming Group Holdings Limited

being the registered holder(s) of shares of HK$0.01 each in the share capital of Grand Ming Group Holdings Limited (the ‘‘Company’’), hereby appoint the Chairman of the Annual General Meeting or[(note][3)] of or failing him of to act as my/our proxy[(note][4)] at the Annual General Meeting of the Company to be held at Function Room 1, 38/F, Holiday Inn Express Hong Kong Soho, 83 Jervois Street, Sheung Wan, Hong Kong on Thursday, the 28th day of July 2016 at 10 a.m. and at any adjournment thereof for the purpose of considering and, if though fit, passing the resolutions set out in the notice conveying the said meeting and to vote on my/our behalf as indicated below. Please make a mark in the appropriate boxes to indicate how you wish your vote(s) to be cast on a poll[(note][5)] .

	Ordinary Resolutions	Ordinary Resolutions	For	Against
	1.	To receive and approve the audited financial statements and the reports of the directors and independent auditors for the year ended 31 March 2016;
	2.	To declare a final dividend of HK4.0 cents per share for the year ended 31 March 2016;
	3.	(A) To re-elect the following retiring directors:
		(I) Mr. KWAN Wing Wo;
		(II) Mr. KAN Yau Wo; and
		(III) Mr. LEE Chung Yiu Johnny;
		(B) To authorise the board of directors of the Company (the ‘‘Board’’) to fix the directors’ remuneration;
	4.	To re-appoint BDO Limited as auditor of the Company to hold office from the conclusion of this meeting until the conclusion of the next annual general meeting and to authorise the Board to fix their remuneration; and
	5.	(A) To approve the issue of Bonus Shares
		(B) To grant a general unconditional mandate to the directors to repurchase shares in the Company not exceeding 10% of the total number of Shares in issue as at the date of the passing of the relevant resolution
		(C) To grant a general unconditional mandate to the directors to allot, issue or otherwise deal with additional shares in the Company not exceeding 20% of the total number of Shares in issue as at the date of the passing of the relevant resolution
		(D) Conditional upon resolutions 5(B) and 5(C) being passed, the general unconditional mandate granted to the directors to allot, issue or otherwise deal with additional shares of the Company pursuant to resolution 5(C) be extended by the addition thereto of an amount representing the total number of Shares repurchased by the Company under the authority granted pursuant to resolution 5(B)

Date Signature[(note][6)]

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) to which the proxy relates. 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).

3. provided.If any proxyIF otherYOU thanDO NOTthe ChairmanSTRIKEisOUTpreferred,THEstrikeWORDSout the‘‘THEwordsCHAIRMAN‘‘the ChairmanOF ofTHEthe ANNUALAnnual GeneralGENERALMeetingMEETINGor’’ and insertOR’’theANDnameYOURand addressPROXYofHASthe proxyNOT desiredATTENDEDin the spaceTHE ANNUAL GENERAL MEETING OR IF NO NAME IS INSERTED, THE CHAIRMAN OF THE ANNUAL GENERAL MEETING WILL ACT AS YOUR PROXY. ANY ALTERATION MADE TO THIS PROXY FORM MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

4. Any member entitled to attend and vote at the Annual General Meeting is entitled to appoint in written form one or if he is the holder of two or more shares, more than one proxy to attend and vote instead of him. A proxy need not be a member of the Company but must attend the Annual General Meeting in person to represent you.

5. RESOLUTION.IMPORTANT: IFIF YOUYOU WISHWISH TOTO VOTEVOTE FORAGAINSTANY ANYRESOLUTIONSOF THE RESOLUTIONS,SET OUT ABOVE,PLEASEPLEASETICKTICK(‘‘P’’()‘‘PTHE’’) THEBOX BOXMARKEDMARKED‘‘AGAINST‘‘FOR’’’’ BESIDEBESIDE THETHE APPROPRIATEAPPROPRIATE RESOLUTION. Failure to complete any or all boxes will entitle your proxy to cast his votes on the relevant resolution at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the Annual General Meeting other than those referred to in the notice convening the Annual General Meeting.

6. This form of proxy 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.

7. Where there are joint registered holders of Shares, any one of such joint holders may vote at the Annual General Meeting, either personally or by proxy, in respect of such Shares as if he/she were solely entitled thereto; but if more than one of such joint holders are present at the Annual General Meeting personally or by proxy, then one of the said persons so present whose name stands first on the register of members of the Company in respect of such Shares shall alone be entitled to vote in respect thereof.

8. branchTo be valid,share thisregistrarproxyandform,transfertogetherofficewithin theHongpowerKong,of TricorattorneyInvestoror otherServicesauthority,Limited,if any,atunderLevel which22, Hopewellit is signedCentre,or a183notariallyQueen’certifieds Road East,copyHongthereof,Kongmustnotbelessdepositedthan 48athoursthe Companybefore the’s time of the Annual General Meeting or any adjournment thereof.

9. Completion and return of the form of proxy will not preclude you from attending and voting in person at the Annual General Meeting or any adjournment thereof if you so wish.