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InvesTech Holdings Limited Proxy Solicitation & Information Statement 2014

Oct 30, 2014

49676_rns_2014-10-30_b3c69438-6cd3-4b64-a336-b5dd555ca7e8.pdf

Proxy Solicitation & Information Statement

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HL Technology Group Limited 泓淋科技集團有限公司[*]

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1087)

FORM OF PROXY FOR THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON 17 NOVEMBER 2014

I/We [(Note][1)]

of

being the registered holder(s) of [(Note][2)] ordinary shares (the “Shares”) of US$0.02 each in the capital of HL Technology Group Limited (the “Company”) HEREBY APPOINT THE CHAIRMAN OF THE MEETING [(Note][3)] , or failing him of

as my/our proxy to attend and act for me/us and on my/our behalf at the extraordinary general meeting of the Company to be held at 5th Floor Conference Room 1, Jin Tai Hotel, No. 38 Di’anmenxidajie, Xicheng District, Beijing, the PRC on Monday, 17 November 2014 at 3:00 p.m. (or at any adjournment thereof) (the “Meeting”) to vote for me/us and in my/our name(s) in respect of such resolutions as hereunder indicated, or, if no such indication is given, as my/ our proxy thinks fit. My/our proxy will also be entitled to vote on any matter properly put to the Meeting in such manner as he thinks fit.

Please make a mark in the appropriate boxes to indicate how you wish your vote(s) to be casted on a poll [(Note][4)] .

ORDINARY RESOLUTIONS (Note 10)FORAGAINST1.To approve, confirm and ratify the New Master Sale Agreement and thetransactions contemplated thereunder, and the related annual caps.2.To approve, confirm and ratify the New Master Purchase Agreement and thetransactions contemplated thereunder, and the related annual caps.3.To approve, confirm and ratify the New Cross Guarantee Agreement and thetransactions contemplated thereunder, and the related annual caps.

Shareholder’s Signature [(Notes][5][to][9)]

Date

Notes:

  1. Full name(s) and address(es) must be inserted in BLOCK CAPITALS. The names of all joint registered holders should be stated. 2. Please insert the number of Shares registered in your name(s) to which this proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all Shares registered in your name(s).

  2. If any proxy other than the Chairman of the Meeting is preferred, strike out “THE CHAIRMAN OF THE MEETING, or failing him” and insert the name and address of the proxy desired in the space provided. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

  3. IMPORTANT: 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 discretion on any resolution properly put to the Meeting other than those referred to in the notice convening the Meeting.

  4. Any member of the Company entitled to attend and vote at the Meeting shall be entitled to appoint another person as his proxy to attend and vote instead of him. A member who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf at the Meeting. A proxy need not be a member. In addition, a proxy or proxies representing either a member who is an individual or a member which is a corporation shall be entitled to exercise the same powers on behalf of the member which he or they represent as such member could exercise.

  5. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or, if the appointor is a corporation, either under its seal or under the hand of an officer, attorney or other person duly authorised to sign the same.

  6. The instrument appointing a proxy and (if required by the board of directors of the Company) the power of attorney or other authority (if any), under which it is signed or a certified copy of such power or authority shall be delivered to the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, located at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as practicable but in any event not less than 48 hours before the time appointed for the holding of the Meeting or any adjournment thereof (as the case may be) at which the person named in the instrument proposes to vote.

  7. Delivery of an instrument appointing a proxy shall not preclude a member from attending and voting in person at the Meeting convened.

  8. Where there are joint holders of any Share, any one of such joint holders may vote either in person or by proxy in respect of such Share as if he were solely entitled thereto; but if more than one of such joint holders be present at any Meeting, 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 holders, and for this purpose seniority shall be determined by the order in which the names stand in the register of members in respect of the joint holding.

  9. The description of the resolutions is by way of summary only. The full text appears in the notice of the extraordinary general meeting of the Company dated 31 October 2014.

  • For identification purposes only