Man Wah Holdings Limited — Proxy Solicitation & Information Statement 2014

Dec 8, 2014

MANWAH MAN WAH HOLDINGS LIMITED 敏華控股有限公司

(Incorporated in Bermuda with limited liability)

(Stock Code: 01999)

PROXY FORM

Form of proxy for use by shareholders at the special general meeting to be convened at 5:00 p.m. on Monday, 29 December 2014 at Unit A, 29/F, Admiralty Center 1, 18 Harcourt Road, Hong Kong (or any adjournment thereof)

I/We [(note][1)]

of

(note 2)

being the registered holder(s) of shares of HK$0.40 each of Man Wah Holdings Limited (“ Company ”) hereby appoint the Chairman of the special general

meeting (“ Meeting ”) of the Company or

of

to act as my/our proxy [(note][3)] at the Meeting to be held at 5:00 p.m. on Monday, 29 December 2014, at Unit A, 29/F, Admiralty Center 1, 18 Harcourt Road, Hong Kong and at any adjournment thereof and to vote for me/us on the resolutions referred to in the Notice of Special General Meeting (with or without modifications) as indicated below:

	ORDINARY RESOLUTIONS (note 4)FORAGAINST1.To approve the increase in authorised share capital of the CompanyfromHK$500,000,000dividedinto1,250,000,000SharestoHK$2,000,000,000 divided into 5,000,000,000 Shares.2.To approve the bonus issue of shares on the basis of one (1) bonusshare for every one (1) existing share.

Dated Shareholder’s signature

(notes 5, 6, 7, 8 and 9)

Notes:

1. The names of all joint registered holders should be stated.

2. Please insert the number of shares in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all the shares in the capital of the Company registered in your name(s).

3. A proxy need not be a shareholder of the Company. If you wish to appoint some person other than the Chairman of the Meeting as your proxy, please delete the words “the Chairman of the special general meeting (“ Meeting ”) of the Company or” and insert the name and address of the person appointed as your proxy in the space provided. A shareholder who is the holder of two or more shares may appoint more than one proxy. ALTERATION MADE TO THIS FORM SHOULD BE INITIALED BY THE PERSON WHO SIGNS THE FORM.

4. If you wish to vote for the resolution set out above, please tick (“�”) the box marked “For”. If you wish to vote against the above resolution, please tick (“�”) the box marked “Against”. If the form returned is duly signed but without specific direction on the proposed resolution, the proxy will vote or abstain at his discretion in respect of the resolution. A proxy will also be entitled to vote at his discretion on any resolution properly put to the Meeting other than those set out in the notice convening the Meeting.

5. Any shareholder of the Company entitled to attend and vote at a meeting of the Company or a meeting of the holders of any class of shares in the Company shall be entitled to appoint another person as his proxy to attend and vote instead of him. Votes may be given either personally or by duly authorised corporate representative or by proxy. A shareholder who is the holder of two or more shares may appoint more than one proxy to attend on the same occasion. A proxy need not be a shareholder. In addition, a proxy or proxies representing either an individual shareholder or a shareholder which is a corporation, shall be entitled to exercise the same powers on behalf of the shareholder which he or they represent such shareholder could exercise, including the right to vote individually on a show of hands.

6. 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 seal or under the hand of an officer or attorney duly authorised.

7. The instrument appointing a proxy and the power of attorney or other authority, if any under which it is signed or a notarially certified copy of that power or authority shall be deposited at the Company’s Hong Kong branch share registrar, Computershare Hong Kong Investor Services Limited at 17M, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than forty-eight hours before the time for holding the meeting or adjourned meeting or poll (as the case may be) at which the person named in such instrument proposes to vote, and in default the instrument of proxy shall not be treated as valid.

8. Delivery of an instrument appointing a proxy shall not preclude a shareholder from attending and voting in person at the meeting or upon the poll concerned and, in such event, the instrument appointing a proxy shall be deemed to be revoked.

9. Where there are joint registered holders of any Share, any one of such persons may vote at any meeting, either personally 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 personally or by proxy, that one of the said persons so present whose name stands first on the register in respect of such share shall alone be entitled to vote in respect thereof.

* The full text of the Resolution is set out in the notice of the Meeting dated 9 December 2014.