Hopefluent Group Holdings Limited — Proxy Solicitation & Information Statement 2012

Apr 11, 2012

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HOPEFLUENT GROUP HOLDINGS LIMITED （合富輝煌集團控股有限公司）

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 733)

FORM OF PROXY FOR USE AT THE ANNUAL GENERAL MEETING TO BE HELD ON 16 MAY, 2012

I/We (Note 1) of

being the registered holder(s) of

shares (Note 2) of HK$0.01 (‘‘Shares’’) each in the capital of Hopefluent Group

Holdings Limited (the ‘‘Company’’), HEREBY APPOINT THE CHAIRMAN OF THE MEETING or (Note 3) of

as my/our proxy to attend on my/our behalf at the Annual General Meeting (the ‘‘Meeting’’) (and at any adjournment thereof) of the Company to be held at Alexandra Room, 2/F, Mandarin Oriental, 5 Connaught Road, Central, Hong Kong on 16 May, 2012 (Wednesday) at 3:00 p.m. for the purpose of considering and, if thought fit, passing the resolutions 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 4):

	ORDINARY RESOLUTION (Note 5)	FOR(Note 4)	AGAINST(Note 4)
	1.To receive and consider the audited financial statements and the reports of the directors and of the auditorsfor the year ended 31 December, 2011.
	2.To declare a final dividend of HK5.5 cents per share for the year ended 31 December, 2011 in form of scripdividend with an option to elect to receive such dividend in cash in lieu of such allotment of shares (the‘‘Scrip Dividend Scheme’’) and the directors of the Company be authorized to do all acts and things as maybe necessary and expedient in connection with payment of dividend for the year ended 31 December, 2011and the allotment and issue of the shares under the Scrip Dividend Scheme, including, but not limited to,determining the amount to be paid or capitalized out of the share premium account of the Company for anydividend for the year ended 31 December, 2011.
	3a.To re-elect the following persons as directors:(i)FU WAI CHUNG	(i)	(i)
	(ii)NG WAN	(ii)	(ii)
	(iii)WONG LAW KWAI WAH, KAREN	(iii)	(iii)
	3b.To authorise the board of directors to fix directors’ remuneration until the conclusion of the next annualgeneral meeting.
	4.To re-appoint Deloitte Touche Tohmatsu as the Company’s Auditors and to authorise the board of directorsto fix their remuneration.
	5.To give a general mandate to the directors to allot, issue and deal with additional shares not exceeding 20%of the aggregate nominal amount of the issued share capital as at the date of this resolution.
	6.To give a general mandate to the directors to purchase shares not exceeding 10% of the aggregate nominalamount of the issued share capital as at the date of this resolution.
	7.To extend the general mandate granted to the directors to issue shares in the capital of the Company byadding an amount representing the aggregate nominal amount of the share capital of the Companyrepurchased pursuant to the foregoing resolution no. 6.

Dated this day of , 2012 Signature

Notes:

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

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 in the capital of the Company registered in your name(s).

3. If any proxy other than the Chairman is preferred, please strike out words ‘‘THE CHAIRMAN OF THE MEETING’’ and insert the name and address of the proxy desired in the space provided. You may appoint one or more proxies to attend the Meeting. 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 A RESOLUTION, TICK THE APPROPRIATE BOX MARKED ‘‘FOR’’. IF YOU WISH TO VOTE AGAINST A RESOLUTION, PLEASE TICK THE APPROPRIATE BOX MARKED ‘‘AGAINST’’. Failure to complete any of the boxes 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.

5. The full text of each resolution referred to above appears in the notice of the Meeting dated 12 April, 2012.

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. 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.

8. Todepositedbe valid,at thethisCompanyform of ’proxy,s branchtogethershare registrarwith the inpowerHongofKong,attorneyTricor(if any)Investoror otherServicesauthorityLimited(if atany)26thunderFloor,whichTesburyit is signedCentre,or28aQueennotarially’s RoadcertifiedEast, copyWanchai,thereof,HongmustKongbe not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof.

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

10. Completion and delivery of the form of proxy will not preclude you from attending and voting at the meeting if you so wish, and in such event, the form of proxy shall be deemed to be revoked.