Melco International Development Limited — Proxy Solicitation & Information Statement 2014

Nov 6, 2014

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Crocodile Garments Limited

(Incorporated in Hong Kong with limited liability)

(Stock Code: 122)

FORM OF PROXY

For use by Members at the Annual General Meeting to be held on Monday, 8 December 2014 at 10:00 a.m. or its adjournment

Number of Shares to which this Form of Proxy relates [(Note 1)]

I/We [(Note 2)] ,

of

,

being the registered holder(s) of ordinary shares (“ Shares ”) of Crocodile Garments Limited (“ Company ”), HEREBY APPOINT [(Note 3)] the chairman of the meeting or

of

as my/our proxy to attend and act for me/us at the annual general meeting of the Company to be held at Luxembourg Rooms I-III, 3/F., Regal Kowloon Hotel, 71 Mody Road, Tsimshatsui, Kowloon, Hong Kong on Monday, 8 December 2014 at 10:00 a.m. (“ 2014 AGM ”) and its adjournment (as the case may be) and to vote on my/our behalf in respect of the resolutions to be considered and, if thought fit, passed at the 2014 AGM and its adjournment as directed below.

Please indicate with a “ 3 ” in the following boxes provided how you wish your vote(s) to be cast on a poll.

			FOR (Note 4)	AGAINST (Note 4)	ABSTAIN (Note 4)
1.	To c 31 Ju	onsider and adopt the audited fnancial statements of the Company for the year ended ly2014 and the reports of the directors and the independent auditor thereon.
2.	(A)	To re-elect the following directors of the Company (“Directors”) who retire and have offered themselves for re-election:
		(i) Dr. Lam Kin Mingas an Executive Director;
		(ii) Dr. Lam Kin Ngok,Peter as an Executive Director;
		(iii) Mr. Lam Kin Hong,Matthew as an Executive Director;and
		(iv) Mr. LeungShu Yin,William as an Independent Non-executive Director.
	(B)	To authorise the board of Directors(“Board”)to fx the Directors’ remuneration.
3.	To re the in fx its	-appoint Deloitte Touche Tohmatsu, Certifed Public Accountants of Hong Kong, as dependent auditor of the Company for the ensuing year and to authorise the Board to remuneration.
4.	To p issue the C	ass the following Ordinary Resolution*: To grant a general mandate to the Directors to , allot and deal with additional Shares not exceeding 20% of the issued share capital of ompany.
5.	To p the C	ass the following Special Resolution*: To adopt a new set of articles of association of ompany.

			FOR (Note 4)	AGAINST (Note 4)	ABSTAIN (Note 4)
1.	To c 31 Ju	onsider and adopt the audited fnancial statements of the Company for the year ended ly2014 and the reports of the directors and the independent auditor thereon.
2.	(A)	To re-elect the following directors of the Company (“Directors”) who retire and have offered themselves for re-election:
		(i) Dr. Lam Kin Mingas an Executive Director;
		(ii) Dr. Lam Kin Ngok,Peter as an Executive Director;
		(iii) Mr. Lam Kin Hong,Matthew as an Executive Director;and
		(iv) Mr. LeungShu Yin,William as an Independent Non-executive Director.
	(B)	To authorise the board of Directors(“Board”)to fx the Directors’ remuneration.
3.	To re the in fx its	-appoint Deloitte Touche Tohmatsu, Certifed Public Accountants of Hong Kong, as dependent auditor of the Company for the ensuing year and to authorise the Board to remuneration.
4.	To p issue the C	ass the following Ordinary Resolution*: To grant a general mandate to the Directors to , allot and deal with additional Shares not exceeding 20% of the issued share capital of ompany.
5.	To p the C	ass the following Special Resolution*: To adopt a new set of articles of association of ompany.

• The full text of the above resolutions is set out in the notice of the 2014 AGM dated 7 November 2014.

Member’s Signature: [(Note 5) ]

Dated this

day of 2014

Contact Phone Number:

Notes:

1. Please insert the number of the Shares. If no number is inserted or the number inserted exceeds the total number of the Shares registered in your name(s), this form of proxy will be deemed to relate to all the Shares in the share capital of the Company registered in your name(s).

2. Full name(s) and address(es) must be inserted in CAPITAL LETTERS .

3. A member of the Company (“ Member ”) is entitled to appoint one (or, if he/she/it holds two or more Shares, more than one) proxy of his/her/its choice to vote instead of him/her/it provided that each proxy is appointed to exercise the rights attached to the Shares held by the Member. A proxy need not be a Member. If such an appointment is made, please delete the words “the chairman of the meeting or” and insert in CAPITAL LETTERS the name and address of the person appointed as the proxy in the space provided. For appointment of more than one proxy, the original form of proxy may be photocopied for use.

4. IMPORTANT: PLEASE INDICATE WITH A “ 3 ” IN THE APPROPRIATE SPACE BESIDE EACH OF THE RESOLUTIONS HOW YOU WISH THE PROXY TO VOTE ON YOUR BEHALF . If a “ 3 ” is put under the columns “For”, “Against” or “Abstain”, it will be deemed to relate to the total number of the Shares held. If only part of the shareholding is to be voted, please state the relevant number of the Shares under the columns “For”, “Against” or “Abstain”. However, the number of the Shares abstained from voting will not be counted in the calculation of the required majority of voting. If this form of proxy is returned duly signed but without a specific direction, the proxy will cast your vote(s) or abstain from voting at his/her/its discretion. Save to the extent of any instructions as aforesaid, this form of proxy gives absolute authority to the proxy to do all such things (including voting or abstaining as he/she/it may at his/her/its absolute discretion consider appropriate) that the appointing Member may do in respect of any business which may be transacted at the 2014 AGM.

5. This form of proxy or a photocopy thereof must be signed by the appointor or his attorney duly authorised in writing, or if such appointor is a corporation, either given under its common seal or under the hand of an officer or attorney duly authorised. In the case of joint holders of the Shares, this form of proxy must be signed by the Member whose name stands first on the register of Members of the Company.

6. To be valid, this form of proxy or a photocopy thereof, duly signed and completed together with the power of attorney or other authority (if any) under which it is signed (or a notarially certified copy thereof) must be deposited at Tricor Tengis Limited , the Company’s share registrar, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for holding the 2014 AGM or its adjournment (as the case may be). Their contact phone number is (852) 2980 1333.

7. Completion and return of this form of proxy does not preclude a Member from attending and voting in person at the 2014 AGM or its adjournment (as the case may be) should he/she/it so wish. In such case, the said form(s) of proxy shall be deemed to be revoked.

9. Any alterations made in this or any photocopied form of proxy must be initialled by the person who signs it.

10. Pursuant to Rule 13.39(4) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, voting on all resolutions set out in the notice of the 2014 AGM will be decided by way of a poll at the 2014 AGM.

11. The Company reserves its rights to treat any form of proxy which has been incorrectly completed in some manner as valid if such incorrectness is considered, at the Company’s absolute discretion, not material.

12. A Member or his/her/its proxy should produce proof of identity when attending the 2014 AGM. If a corporate Member appoints its representative to attend the 2014 AGM, such representative should produce proof of identity and a copy of the resolution of the board of directors or other governing body of that Member appointing such representative to attend the 2014 AGM.