OSL Group Limited — Proxy Solicitation & Information Statement 2017

Apr 27, 2017

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BRANDING CHINA GROUP LIMITED 品 牌 中 國 集 團 有 限 公 司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 863)

PROXY FORM FOR THE ANNUAL GENERAL MEETING TO BE HELD ON 8 JUNE 2017 (AND ANY ADJOURNMENT THEREOF)

I/We[(note 1)]

of

being the registered holder(s) of[(note 2)] shares of HK$0.01 each in the share capital of Branding China Group Limited (the “ Company ”) hereby appoint[(note 3)] of or failing him/her the chairperson of the Meeting as my/our proxy to attend on my/our behalf at the annual general meeting of the Company (the “ Meeting ”) to be held on the 4th Floor, No. 696 Weihai Road, Jing’an District, Shanghai, the People’s Republic of China on 8 June 2017, (Thursday) at 10:00 a.m. and at any adjournment thereof for the purpose of considering and, if thought fit, passing the resolutions as set out in the notice (the “ Notice ”) convening the Meeting and at such Meeting (and any adjournment thereof) to vote for me/us and on my/our behalf in respect of the resolutions as hereunder indicated or, if no such indication is given, as my/our proxy thinks fit:

		ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	FOR 4	AGAINST 4
1.		To receive and adopt the audited financial statements of the Company and its subsidiaries and the reports of the directors (the “Directors”) of the Company and the auditors of the Company for the year ended 31 December 2016.
2.		To re-appoint BDO Limited as the auditors of the Company and to authorise the board of Directors to fix their remuneration.
3		(a) To re-elect Mr. Song Yijun as an executive Director.
		(b) To re-elect Mr. Patrick Zheng as an executive Director.
		(c) To re-elect Mr. Huang We	i as an executive Director.
		(d) To authorise the board of	Directors to fix the Directors’ remuneration.
4.		To grant the issue mandate to the Company in the manner as set ou	Directors to issue, allot and otherwise deal with additional shares of the t in resolution No. 4 of the Notice.
5.		To grant the repurchase mandate set out in resolution No. 5 of the	to the Directors to repurchase shares of the Company in the manner as Notice.
6.		To extend the general mandate to in the manner as set out in resolu	the Directors to issue and allot the shares repurchased by the Company tion No. 6 of the Notice.
Dated th Notes: 1. F	is ull	day of name(s) and address to be inserted inBLO	2017 Signature(s)(note 5) CK CAPITALS.

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

2. A proxy need not be a member of the Company. A member is entitled to appoint a proxy/proxies to attend and vote in his stead. If such an appointment is made, you may delete the words “or failing him/her the chairperson of the Meeting” and insert the name and address of the person appointed as proxy in the space provided. ANY ALTERATION MADE TO THIS PROXY FORM MUST BE INITIALLED BY THE PERSON(S) WHO SIGN(S) IT.

3. PLEASE INDICATE WITH a “✓” in the appropriate space beside each item how you wish the proxy to vote on your behalf. If this form is returned duly signed, but without any such indication, the proxy will vote or abstain at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the Meeting other than those referred to in the Notice.

4. This proxy form must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must be under its common seal or under the hand of an officer or attorney duly authorised. The signature must match the records maintained by the Company’s branch share registrar and transfer office in Hong Kong.

5. In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy or by representative, will be accepted to the exclusion of the votes of the other joint holder(s). For this purpose, seniority is determined by the order in which the names stand in the Register of Members in respect of the joint holding.

6. To be valid, this proxy form, together with any power of attorney or other authority, if any, under which it is signed or a notarially certified copy thereof must be deposited with the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for holding the Meeting and any adjournment (as the case may be) thereof.

7. Completion and delivery of the proxy form will not preclude you from attending and voting at the Meeting if you so wish, but the authority of your proxy will be invalided forthwith.

PERSONAL INFORMATION COLLECTION STATEMENT

Your supply of your and your proxy’s (or proxies’) name(s) and address(es) is on a voluntary basis for the purpose of processing your request for the appointment of a proxy (or proxies) and your voting instructions for the Meeting (the ‘ Purposes ’). We may transfer your and your proxy’s (or proxies’) name(s) and address(es) to our agent, contractor, or third party service provider who provides administrative, computer and other services to us and to such parties who are authorised by law to request the information or are otherwise relevant for the Purposes and need to receive the information. Your and your proxy’s (or proxies’) name(s) and address(es) will be retained for such period as may be necessary to fulfil the Purposes. You/your proxy (or proxies) has/have the right to request access to and/or correction of the relevant personal data in accordance with the provisions of the Personal Data (Privacy) Ordinance and any such request should be in writing by mail to Tricor Investor Services Limited at the above address.