Innovax Holdings Limited — Proxy Solicitation & Information Statement 2016

Jul 21, 2016

TESSON HOLDINGS LIMITED 天臣控股有限公司

(Incorporated in Bermuda with limited liability)

(Stock code: 1201)

Form of Proxy for us at the Special General Meeting (the “Meeting”)

I/We [(Note 1)]

of

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

shares of HK$0.10 each (the “ Share(s) ”) in the capital of Tesson Holdings Limited (the “ Company ”), HEREBY APPOINT [(Note 3)] the Chairman of the Meeting or

of

as my/our proxy to act for me/us at the Special General Meeting (or at any adjournment thereof) (“ SGM ”) of the Company to be held at Academy Room III, 1/F., InterContinental Grand Stanford Hong Kong, 70 Mody Road, Tsim Sha Tsui East, Kowloon, Hong Kong on Friday, 5 August 2016 at 11:00 a.m. for the purposes of considering and, if thought fit, passing the resolutions as set out in the notice convening the said SGM and at the SGM, and at any adjournment thereof, to vote for me/us in my/our name(s) as indicated below in respect of such resolution and, if no such indication is given, as my/our proxy thinks fit.

	ORDINARY RESOLUTIONS	FOR(Note 4)	AGAINST (Note 4)
1.	To approve the Open Offer, the Underwriting Agreement and
	transactions contemplated thereunder_(Note 5)_.
2.	To approve the Whitewash Waiver_(Note 5)_.
3.	To approve the Purchase Agreements_(Note 5)_.
4.	To approve the Increase in Authorised Share Capital of the Company
	(Note 5).

Signed this the

day of 2016

Signature [ (Notes 6& 7)] :

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) to which the proxy relates. If no number is inserted, this proxy form will be deemed to relate to all such Shares in the Company registered in your name(s).

3. If any proxy other than the Chairman of the Meeting is preferred, please delete the words “the Chairman of the Meeting” and insert the name and address of the proxy desired in the space provided. Any alteration made to this proxy form must be initialled by the person who signs it .

4. IMPORTANT: If you wish to vote for a resolution, please tick in the box marked “FOR” the relevant resolution. If you wish to vote against a resolution, please tick in the box marked “AGAINST” the relevant resolution. Failure to tick either box will entitle your proxy to cast your vote(s) 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 SGM other than that referred to in the notice convening the SGM.

5. The full text of these resolution(s) appears in the notice of the SGM dated 21 July 2016.

6. This proxy form 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 to sign the same.

7. Where there are joint holders of any Share, any one of such joint holders may vote at the SGM, either in person or by proxy, in respect of such Shares as if he/she/it was solely entitled thereto, but if more than one of such joint holders be present at the SGM, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such Share shall alone be entitled to vote in respect thereof.

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

9. In order to be valid, this proxy form and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy thereof, must be deposited at the offices of the Company’s Hong Kong branch share registrar, Computershare Hong Kong Investor Services Limited at 17M/F., Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, not less than 48 hours before the time appointed for the holding of the SGM or any adjournment thereof. Completion and return of this proxy form will not preclude you from attending and voting in person at the SGM or any adjournment thereof.