Minshang Creative Technology Holdings Limited — Proxy Solicitation & Information Statement 2019

Mar 22, 2019

Minshang Creative Technology Holdings Limited 民商創科控股有限公司

（formerly known as Food Wise Holdings Limited 膳源控股有限公司）

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1632)

FORM OF PROXY FOR THE EXTRAORDINARY GENERAL MEETING

I/We (Name)

of (Address)

being the registered holder(s) of

(Note 1) (Note 1)

(Note 2) ordinary shares of HK$0.01

each in the capital of Minshang Creative Technology Holdings Limited (the ‘‘Company’’) HEREBY APPOINT (Name) of (Address)

or failing him/her, the CHAIRMAN OF THE MEETING[(Note][3)] as my/our proxy to attend and vote for me/us on my/our behalf at the extraordinary general meeting of the Company (the ‘‘EGM’’) to be held at Units 4428 to 4430, 44/F, Champion Tower, 3 Garden Road, Central, Hong Kong on Thursday, 11 April 2019 at 10:00 a.m. and at any adjournment thereof on any resolution or motion which will be proposed thereat. My/our proxy is authorised and instructed to vote as indicated[(Note][4)] in respect of the under-mentioned resolutions:

ORDINARY RESOLUTIONS FOR[(Note][4)] AGAINST[(Note][4)] 1. To approve, confirm and ratify the sale and purchase agreement dated 31 December 2018 entered into between MSCT Investment Limited as purchaser and MSEC Holdings Limited as vendor (as supplemented and amended by a supplemental sale and purchase agreement dated 20 March 2019 entered into between the same parties) and the transactions contemplated thereunder, including but not limited to the allotment and issue of the Consideration Shares under the Consideration Shares Specific Mandate (both terms as defined in the notice of extraordinary general meeting of the Company dated 25 March 2019 (the ‘‘Notice’’)).*

1. To approve, confirm and ratify the placing agreement dated 6 November 2018 entered into between the Company as the issuer and CCB International Capital Limited as the placing agent (as supplemented and amended by a side letter dated 20 March 2019 entered into between the same parties) and the transactions contemplated thereunder, including but not limited to the allotment and issue of the Placing Shares under the Placing Specific Mandate (both terms as defined in the Notice).*

2. For the full text of the proposed resolutions, please refer to the Notice as contained in the Company’s circular dated 25 March 2019.

Signature

(Notes 5 and 6)

Dated this day of 2019

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK LETTERS as shown in the register of members of the Company. The names of all joint registered holders should be stated.

2. Please insert the number of shares of the Company 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 the shares registered in your name(s).

3. A member of the Company (the ‘‘Member’’) entitled to attend and vote at the EGM may appoint one or more persons to attend and vote on his/her/its behalf. If any proxy other than the Chairman of the Meeting is preferred, please insert the name and address of the person appointed as proxy desired in the space provided. A proxy needs not be a Member, but must attend the EGM (or the adjournment thereof) in person to represent you. If more than one proxy is appointed, a photocopy of the form of proxy may be used.

4. IMPORTANT:ANY RESOLUTION,IF YOUPLEASEWISH TICKTO VOTE(✓) THEFORBOXANYMARKEDRESOLUTION,‘‘AGAINSTPLEASE’’. FailureTICKto(✓tick) THEeitherBOXbox MARKEDwill entitle ‘‘yourFORproxy’’. IFtoYOUcast WISHyour voteTOatVOTEhis/herAGAINSTdiscretion Ifor youabstainwishfromto usevoting.less Yourthan allproxyyourwillvotes,also orbe toentitledcast partto voteof yourat his/hervotes discretion‘‘FOR’’ andon partany ofresolutionyour votesproperly‘‘AGAINSTput to ’’thetheEGMrelevantotherresolutionthan thoseinreferredthe eventto inthatthea Notice.poll is conducted, please insert the number of shares of the Company in the relevant box(es).

5. The form of proxy must be signed by the appointor or his/her/its attorney duly authorised in writing or, if such appointor is a corporation, must be either under its common seal or under the hand of an officer, attorney or other person authorised to sign on its behalf.

6. In the case of joint shareholders, the signature of any one shareholder will be sufficient but the names of all the joint shareholders should be stated.

7. Where there are joint holders of any share of the Company, any one of such joint holders may vote at the EGM, either in person or by proxy, in respect of such share as if he/she were solely entitled thereto, but if more than one of such joint holders is present at the EGM, the vote of the senior holder who tenders a vote, whether in person or by proxy, will 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.

8. InServicesorder Limitedto be valid,(the this‘‘HongformKongof proxySharemustRegistrarbe completed,’’) at Levelsigned22, Hopewelland depositedCentre,at the183 officeQueenof’s Roadthe CompanyEast, Hong’s HongKongKongtogetherbranchwithsharea powerregistrar,of attorneyTricor orInvestorother authority, if any, under which it is signed (or a certified copy thereof), not less than 48 hours before the time fixed for holding the EGM or the adjournment thereof. Completion and return of the form of proxy shall not preclude Members from subsequently attending and voting in person at the EGM or the adjournment thereof, should you so wish, and in such event, the form of proxy shall be deemed to be revoked.

9. Any alteration made to this form of proxy must be initialed by the person who signs it.

10. The Company reserves its right to treat any form of proxy which has been incorrectly completed in some manner which (in the Company’s absolute discretion) is not material as being valid.

11. A Member or his/her/its proxy should produce proof of identity when attending the EGM. If a corporate Member appoints its representative to attend the EGM, 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 EGM.

PERSONAL INFORMATION COLLECTION STATEMENT

• (i) ‘‘‘‘PersonalPDPO’’).Data’’ in these statements has the same meaning as ‘‘personal data’’ in the Personal Data (Privacy) Ordinance, Chapter 486 of the Laws of Hong Kong (the

• (ii) Your supply of Personal Data to the Company is on a voluntary basis and is used for processing your instructions and/or requests as stated in this form of proxy. Failure to provide sufficient information may result in the Company being unable to process your appointment of proxy and instructions.

• (iii) responseYour Personalto a courtDataorderwill notor abelawtransferredenforcementto otheragencythird’s requestpartiesand(otherwillthanbe retainedthe HongforKongsuch ShareperiodRegistrar)as may beunlessnecessaryit is fora requirementour verificationto soanddo recordby law,purposes.for example, in

• (iv) Youaddressedhave tothetherightPersonalto requestData accessPrivacytoOfficerand/or ofcorrectionTricor Investorof yourServicesPersonalLimitedData inataccordanceLevel 22, Hopewellwith the provisionsCentre, 183ofQueenthe PDPO.’s RoadAnyEast,suchHongrequestKong.should be in writing