Luen Thai Holdings Limited — Proxy Solicitation & Information Statement 2017

Apr 20, 2017

LUEN THAI HOLDINGS LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 311)

PROXY FORM

Form of proxy for use at the Annual General Meeting to be held on Friday, 26 May 2017 and any adjournment thereof

I/We[(Note][1),] , of being the registered holder(s) of[(Note][2)] shares of US$0.01 each in the capital of the above-named Company, HEREBY APPOINT THE CHAIRMAN OF THE MEETING or[(Note][3)] of as my/our proxy to act for me/us at the Annual General Meeting of the Company to be held at the Boardroom, 5th Floor, Nanyang Plaza, 57 Hung To Road, Kwun Tong, Hong Kong on Friday, 26 May 2017 at 3: 00 p.m. (and at any adjournment thereof) for the purpose of considering and, if thought fit, passing the resolutions set out in the Notice convening the 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, and if no such indication is given, as my/our proxy thinks fit.

Ordinary Resolutions	Ordinary Resolutions	Ordinary Resolutions	Ordinary Resolutions		For (Note 4)	Against (Note 4)
1.	To receive and consider the audited consolidated accounts and the reports of the directors andof the auditors for the year ended 31 December 2016.
2.	To declare final dividend for the year ended 31 December 2016.
3.	To re-elect Mr. Shen Yaoqing as an executive Director.
4.	To re-elect Mr. Qu Zhiming as an executive Director.
5.	To re-elect Ms. Mok Siu Wan, Anne as an executive Director.
6.	To re-elect Mr. Huang Jie as a non-executive Director.
7.	To re-elect Mr. Seing Nea Yie as an independent non-executive Director.
8.	To authorise the Board of Directors to fix the Directors’ remuneration.
9.	To re-appoint Messrs. PricewaterhouseCoopers as auditors of the Company and to authorizethe Board of Directors to fix their remuneration.
10.	To give a general mandate to the Directors to allot, issue and deal with additional shares notexceeding 20% of the number of the shares of the Company in issue.
11.	To give a general mandate to the Directors to purchase shares in the capital of the Company notexceeding 10% of the number of the shares of the Company in issue.
12.	To extend the general mandate granted to the Directors to issue shares by the number of sharesrepurchased.
Dated this		day of	2017Signature (Note 5):

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) and to which the proxy relates. 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 is preferred, strike out ‘‘THE CHAIRMAN OF THE MEETING or’’ here 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. A proxy needs not be a member of the Company but must attend the Meeting in person to represent you.

4. IMPORTANT: IF YOU WISH TO VOTE FOR ANY OF THE RESOLUTIONS, TICK IN THE RELEVANT BOX BELOW THE BOX MARKED ‘‘FOR’’. IF YOU WISH TO VOTE AGAINST ANY OF THE RESOLUTIONS, TICK IN THE RELEVANT BOX BELOW THE BOX MARKED ‘‘AGAINST’’. Failure to tick either of the boxes in respect of a resolution will entitle your proxy to cast his vote in respect of that resolution at his discretion or abstain. Your proxy will also be entitled to vote at his discretion or abstain 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 you or your attorney 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.

6. To be valid, this form of proxy, together with any power of attorney or other authority under which it is signed or a notarially certified copy thereof must be deposited at Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong not less than 48 hours before the time appointed for holding of the Meeting or any adjournment thereof.

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. Completion and return of this form of proxy will not preclude you from attending and voting at the Meeting if you so wish. In the event that you attend the Meeting after having lodged this form of proxy, it will be deemed to have been revoked.