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International Genius Company Proxy Solicitation & Information Statement 2012

Mar 29, 2012

48889_rns_2012-03-29_41b2ee70-40c0-4106-ae34-30d1687c8d0a.pdf

Proxy Solicitation & Information Statement

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Harmonic Strait Financial HoldingS limited 和協海峽金融集團有限公司

(Formerly known as Rainbow Brothers Holdings Limited 十友控股有限公司 *)

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 33)

Form oF ProXY For annUal general meeting

I/We (note 1) of

(note 2)

shares of HK$0.1 each in the share capital of Harmonic (note 3) the Chairman of the meeting or

being the registered shareholder(s) of

Strait Financial Holdings Limited (the “Company”), hereby appoint

of as my/our proxy to attend and vote for me/us on my/our behalf at the Annual General Meeting of the Company to be held at Plaza 3, Lower Lobby, Novotel Century Hong Kong, 238 Jaffe Road, Wanchai, Hong Kong on Friday, 11 May 2012 at 3:00 p.m. and at any adjournment thereof on the undermentioned resolutions as indicated below or, if no such indication is given, as my/our proxy thinks fit.

given, as my/our proxy thinks fit. given, as my/our proxy thinks fit.
reSolUtionS For(note 4) againSt(note 4)
1. To receive and consider the audited consolidated financial statements and thereports of the Directors and auditor of the Company for the year ended 31December, 2011.
2. (a)To re-elect the following Directors
(i)Mr. Cheung Wah Keung as an Independent Non-ExecutiveDirector
(ii)Mr. Chan Cheuk Ming as an Independent Non-ExecutiveDirector
(iii)Mr. Ko Ming Tung, Edward as a Non-Executive Director
(iv)Mr. Tong Nai Kan as an Executive Director
(b)To authorise the Board of Directors to fix the Directors’ remuneration
3. To re-appoint Cheng & Cheng Limited as the Company’s auditor and toauthorise the Board of Directors to fix its remuneration.
4. To give a general mandate to the Directors to issue, allot and deal withadditional shares of the Company not exceeding 20% of the total nominalamount of the issued share capital of the Company as at date of passing ofthis resolution.
5. To give a general mandate to the Directors to repurchase the Company’sshares not exceeding 10% of the total nominal amount of the issued sharecapital of the Company as at the date of passing of this resolution.
6. To extend the general mandate granted to the Directors to allot, issue anddeal with additional shares in the capital of the Company by the numberof shares repurchased by the Company pursuant to the general mandate asreferred to in resolution no. 5.
7. To approve the refreshment of the 10% Scheme Mandate Limit under theshare option scheme of the Company.

Signature:

Date:

Notes:

  1. Full name(s) and address(es) are 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 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 form of proxy must be initialed by the person(s) who signs it.

  4. If you wish to vote for a resolution, tick in the box marked “For”. If you wish to vote against a resolution, tick in the box marked “Against”. If no direction is given, your proxy may vote or abstain as he/she thinks fit. Your proxy will also be entitled to vote at his/her 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 a shareholder, or his attorney duly authorised in writing, or if the shareholder is a corporation, must be either under its Common Seal or under the hand of an officer or attorney or other person duly authorised to sign the same.

  6. To be valid, this form of proxy together with any power of attorney or other authority (if any) under which it is signed or a materially certified copy of such power or authority must be deposited at the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not later than 48 hours before the time of the meeting or any adjourned meeting.

  7. In the case of joint registered holders of any shares, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint registered holders, and for this purpose seniority shall be determined by the order in which the names stand in the register of members of the Company.

  8. A proxy need not be a member of the Company but must attend the relevant meeting in person to represent you.

  • For identification purpose only