Hing Lee (HK) Holdings Limited — Proxy Solicitation & Information Statement 2012

Apr 3, 2012

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

Hing Lee (HK) Holdings Limited 興利（香港）控股有限公司

(Incorporated in the British Virgin Islands and re-domiciled and continued in Bermuda with limited liability) (Stock code: 396)

Form of Proxy for use at the Annual General Meeting to be held on 11 May 2012

I/We (Note 1)

of

shares (Note 2) of HK$0.01 each (Note 3)

being the registered holder(s) of shares (Note 2) of HK$0.01 each (Note 3) in the share capital of the above-named Company, HEREBY APPOINT THE CHAIRMAN OF THE MEETING (Note 4) or

of

as my/our proxy to attend at the Annual General Meeting (and at any adjournment thereof) of the said Company to be held at Jasmine Room, Level 2, Royal Park Hotel, 8 Pak Hok Ting Street, Shatin, Hong Kong on Friday, 11 May 2012 at 10:30 a.m. for the purposes of considering and, if thought fit, passing the Resolutions as set out in the Notice convening the said Meeting and at such Meeting (and at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of the Resolutions as indicated below (Note 5) .

Resolutions as indicated below_(Note 5)_.	Resolutions as indicated below_(Note 5)_.
RESOLUTIONS		FOR	AGAINST
1.	To receive and consider the audited financial statements and the directors’and the independent auditor’s reports of the Company for the year ended 31December 2011.
2.	To declare a final dividend for theyear ended 31 December 2011.
3.	(a)To re-elect Mr. Sung Kai Hing as an executive director;(b)To re-elect Mr. Cheung Kong Cheung as an executive director;(c)To authorize the Board of Directors to fix the Directors’ remuneration.	(a)(b)(c)	(a)(b)(c)
4.	To re-appoint Baker Tilly Hong Kong Limited as auditors of the Company andto authorise the Board of Directors to fix their remuneration.
5.	(1)To grant a general mandate to the Directors to repurchase the Company’sown shares not exceeding 10% of the issued share capital of the Companyas at the date of passing the resolution.(2)To grant a general mandate to the Directors to issue, allot and deal withadditional shares up to 20% of its issued share capital as at the date ofpassing the resolution.(3)To extend the general mandate granted to the Directors to issue, allot anddeal with shares bythe number of shares repurchased.	(1)(2)(3)	(1)(2)(3)

Dated this day

of

2012 Signature:

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS .

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

3. If any proxy other than the Chairman of the Meeting is preferred, delete the words “THE CHAIRMAN OF THE MEETING” and insert the name and address of the proxy desired in the space provided. You may appoint more than one proxy to attend and vote at the Meeting provided that if more than one proxy is so appointed, the appointment shall specify the number of shares in respect of which each such proxy is so appointed. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE MEETING WILL ACT AS PROXY. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

4. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTIONS, TICK THE APPROPRIATE BOXES MARKED “FOR”. IF YOU WISH TO VOTE AGAINST THE RESOLUTIONS, TICK THE APPROPRIATE BOXES MARKED “AGAINST”. Failure to complete any or all the boxes will entitle your proxy to cast his votes 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.

5. 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 executed under seal or under the hand of an officer or attorney duly authorised.

6. In the case of joint holders the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holder(s) and for this purpose seniority will be determined by the order in which the names stand in the Register of Members.

7. To be valid, this form of proxy, together with the power of attorney (if any) or other authority (if any) under which it is signed or a certified copy thereof, must be deposited at the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the Meeting or any adjournment thereof.

8. The proxy need not be a member of the Company but must attend the Meeting in person to represent you.

9. Completion and delivery of the form of proxy will not preclude you from attending and voting at the Annual General Meeting if you so wish.