Innovax Holdings Limited — Proxy Solicitation & Information Statement 2017

Feb 10, 2017

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 Picasso Room B, B1 Level, InterContinental Grand Stanford Hong Kong, 70 Mody Road, Tsimshatsui East, Kowloon, Hong Kong on Tuesday, 28 February 2017 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.

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ORDINARY RESOLUTIONS FOR [ (Note 4)] AGAINST [(Note 4)]
1. (a) to approve, confirm and ratify the Subscription Agreement; [ (Note 5)]
(b) to approve the creation and issue of the Convertible Bonds; [(Note 5)]
(c) to approve and confirm the allotment and issue of Conversion Shares (subject to
adjustment) upon the exercise of the conversion rights attached to the Convertible
Bonds and the Directors be and are granted a specific mandate to exercise powers
of the Company to allot and issue such number of Conversion Shares as may be
required to be allotted and issued upon the exercise of the conversion rights attached
to the Convertible Bonds (subject to adjustment) (including such additional number
of shares of the Company that may be required to be allotted and issued following
any adjustment to the conversion price of the Convertible Bonds); and [(Note 5)]
(d) To authorise any one Director to do all such acts and things, to sign and execute
all such documents for and on behalf of the Company, and if required, under the
common seal of the Company, and to take such steps as he or she may in his or her
absolute discretion considers necessary, appropriate and expedient to give effect to
or in connection with the Subscription Agreement and the transactions contemplated
thereunder, including but not limited to the allotment and issue of the Convertible
Bonds and the Conversion Shares. [(Note 5)]
2. To grant a general mandate to the Directors to allot, issue, and deal with shares of the
Company. [ (Note 5)]
Signed this the day of 2017
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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 13 February 2017.

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.