Man Wah Holdings Limited — Proxy Solicitation & Information Statement 2019

Jun 10, 2019

MAN WAH HOLDINGS LIMITED 敏華控股有限公司

(Incorporated in Bermuda with limited liability)

(Stock Code: 01999)

Revised Form of Proxy for use at the Annual General Meeting (the “Meeting”) of the Company to be held on 5 July 2019 at 5:00 p.m.

Form of proxy for use by shareholders at the annual general meeting to be convened at 5:00 p.m. on Friday, 5 July 2019 at 24/F, Admiralty Center 1, 18 Harcourt Road, Hong Kong (or any adjournment thereof)

I/We[(note 1) ] of being the registered holder(s) of[(note 2)] shares of HK$0.40 each of Man Wah Holdings Limited (“ Company ”) hereby appoint the Chairman of the annual 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 Friday, 5 July 2019 at 24/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 Meeting dated 3 June 2019 (with or without modifications) as indicated below:

	ORDINARY RESOLUTIONS(note 4)	FOR(note 4)	AGAINST(note 4)
1.	To receive, consider and adopt the reports of the directors and the auditors and the audited consolidated financial statements of the Company for the year ended 31 March 2019.
2.	To declare a final dividend of HK6.00 cents per share for the year ended 31 March 2019.
3.	To approve the re-election of Mr. Alan Marnie as an executive director of the Company and the terms of her appointment (including remuneration).
4.	To approve the re-election of Mr. Dai Quanfa as an executive director of the Company and the terms of his appointment (including remuneration).
5.	To approve the re-election of Mr. Ong Chor Wei as an independent non-executive director of the Company and the terms of his appointment (including remuneration).
6.	To approve the re-election of Mr. Ding Yuan as an independent non-executive director of the Company and the terms of his appointment (including remuneration).
7.	To re-appoint Deloitte Touche Tohmatsu as auditors of the Company and to authorise the board of directors of the Company to fix their remuneration.
8.	To grant a general mandate to the directors of the Company to allot, issue and deal with new shares of the Company not exceeding 20% of its issued shares as at the date of passing this resolution.
9.	To grant a general mandate to the directors of the Company to repurchase shares of the Company not exceeding 10% of its issued shares as at the date of passing this resolution.
10.	To extend the general mandate granted to the directors of the Company to allot, issue and deal with new shares pursuant to resolution no. 8 by an amount not exceeding 10% of its issued share as at the date of passing this resolution.

Dated

Shareholder ’s signature

[(notes 5)]

Notes:

1. Full name(s) and address are to be inserted in CAPITAL LETTERS . The names of all joint registered holders should be stated.

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 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 annual 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 INITIALLED 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 as 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 share registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than forty-eight hours before the time for holding the meeting (“ Closing Time ”) 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. If you have not yet lodged the proxy form enclosed in the notice of Meeting (“ Initial Proxy Form ”) with the Share Registrar, you are requested to lodge this revised proxy form if you wish to appoint proxies to attend the Meeting on your behalf. In this case, the Initial Proxy Form should not be lodged with the Share Registrar.

9. If you have already lodged the Initial Proxy Form with the Share Registrar, please note that: (i) if no revised proxy form is lodged with the Share Registrar before the Closing Time, the Initial Proxy Form will be treated as a valid proxy form lodged by you if correctly completed. The proxy so appointed by you shall be required to vote in such manner as he/she may be directed under the Initial Proxy Form; or (ii) if this revised proxy form is lodged with the Share Registrar before the Closing Time, this revised proxy form will revoke and supersede the Initial Proxy Form previously lodged by you. This revised proxy form will be treated as a valid proxy form lodged by you if correctly completed; or (iii) if this revised proxy form is lodged with the Share Registrar after the Closing Time, this revised proxy form will be deemed invalid. The Initial Proxy Form will be treated as a valid proxy form lodged by you if correctly completed. The proxy so appointed by you shall be required to vote in such manner as he/she may be directed under the Initial Proxy Form. Accordingly, you are advised not to lodge this revised proxy form after the Closing Time. If you wish to vote at the Meeting, you will have to attend in person and vote at the Meeting yourself.

10. 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.

11. Where there are joint registered holders of any share of the Company, 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.