OSL Group Limited — Proxy Solicitation & Information Statement 2019

May 29, 2019

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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 28 JUNE 2019 (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 at 39/F, Lee Garden One, 33 Hysan Avenue, Causeway Bay, Hong Kong on 28 June 2019, (Friday) 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 (note 4)	AGAINST (note 4)
	1.	To receive and adopt the audited financial statements of the Company and its subsidiaries andthe reports of the directors (the ‘‘Directors’’) of the Company and the auditors of the Companyfor the year ended 31 December 2018.
	2.	To re-appoint Pricewaterhouse Coopers as the independent auditors of the Company and toauthorise the board of directors of the Company to fix their remuneration.
	3.	(a)To re-elect Mr. Lo Ken Bon as an executive director of the Company;
		(b)To re-elect Mr. Fang Bin as an executive director of the Company;
		(c)To re-elect Mr. Madden Hugh Douglas as an executive director of the Company;
		(d)To re-elect Mr. Chapman David James as an executive director of the Company;
		(e)To re-elect Mr. Tai Benedict as an independent non-executive director of the Company;
		(f)To authorise the board of directors of the Company to fix the directors’ remuneration.
	4.	To grant the general mandate to the directors of the Company to issue, allot and otherwise dealwith additional shares of the Company in the manner as set out in resolution No. 4 of the Notice.
	5.	To approve the refreshment of the existing scheme limit under the share option plan of theCompany.
	6.	To approve the refreshment of the 3% Plan Limit under the share award scheme of the Company.

Dated this day of 2019 Signature(s)[(note][5)]

Notes:

1. Full name(s) and address to be inserted in BLOCK CAPITALS. 2. 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. youA proxymay needdeletenotthebewordsa member‘‘or failingof the Company.him/her theA chairpersonmember is entitledof the Meetingto appoint’’ anda proxy/proxiesinsert the nameto attendand addressand voteofinthehispersonstead. appointedIf such an asappointmentproxy in theis made,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 ‘‘P’’ 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. handThis proxyof an formofficermustor attorneybe signeddulyby authorised.you or yourTheattorneysignatureduly mustauthorisedmatchinthewritingrecordsor,maintainedin the casebyofthea corporation,Company’s mustbranchbeshareunderregistrarits commonand transferseal or underofficethein 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. depositedQueenTo be ’valid,s RoadwiththisEast,theproxyCompanyHongform,Kong’togethers branchnot lesswithsharethanany48registrarpowerhours ofbeforeandattorneytransferthe timeorofficeotherappointedauthority,in Hongfor Kong,holdingif any,Tricorunderthe MeetingwhichInvestoritandisServicesanysignedadjournmentorLimiteda notariallyat(asLevelthecertifiedcase22, Hopewellmaycopybe)thereofthereof.Centre,must183be 8. 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

proxyYour supply(or proxies)of yourandandyouryourvotingproxyinstructions’s (or proxiesfor’) thename(s)Meetingand(theaddress(es)‘‘Purposesis on’’).aWevoluntarymay transferbasis foryourtheandpurposeyour proxyof processing’s (or proxiesyour’)requestname(s)forandtheaddress(es)appointmenttoofoura agent,the informationcontractor,ororarethirdotherwiseparty servicerelevantproviderfor thewhoPurposesprovidesandadministrative,need to receivecomputerthe information.and other servicesYour andto yourus andproxyto such’s (orpartiesproxieswho’) name(s)are authorisedand address(es)by law to willrequestbe 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.