Phoenitron Holdings Limited — Proxy Solicitation & Information Statement 2016

Dec 21, 2016

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PHOENITRON HOLDINGS LIMITED 品創控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 8066)

Form of Proxy

Form of proxy for use by shareholders at the extraordinary general meeting (the “Meeting”) of Phoenitron Holdings Limited (the “Company”) to be held at 9:15 a.m. on Wednesday, 18 January 2017, at Unit 302, 3rd Floor, Seapower Centre, 73 Lei Muk Road, Kwai Chung, New Territories, Hong Kong (or any adjournment thereof)

I/We [(Note][1)]

of

being the registered holder(s) of

shares [(Note][2)]

of HK$0.02 each in the share capital of the Company, HEREBY APPOINT [(Note][3)]

of

or failing him, the chairman of the meeting as my/our proxy, to attend and vote for me/us and on my/our behalf at the Meeting (or at any adjournment thereof) of the Company to be held at 9:15 a.m. on Wednesday, 18 January 2017, at Unit 302, 3rd Floor, Seapower Centre, 73 Lei Muk Road, Kwai Chung, New Territories, Hong Kong for the purpose of considering and, if thought fit, passing the ordinary resolutions set out in the notice convening the Meeting and at such meeting (or at any adjournment thereof) to vote for me/us in my/our name(s) in respect of the said resolutions as hereunder indicated or, if no such indication is given, as my/our proxy thinks fit.

Capitalised terms used in this form of proxy shall have the same meaning as those defined in the circular of the Company dated 21 December 2016 unless content requires otherwise.

		ORDINARY RESOLUTIONS	For(Note 4) Against(Note 4)	For(Note 4) Against(Note 4)	For(Note 4) Against(Note 4)	For(Note 4) Against(Note 4)	For(Note 4) Against(Note 4)
	1.	To approve the appointment of Grant Thornton Hong Kong Limited as the auditors of the
		Company and authorise the board of directors to fix their remuneration.
	2.	To approve the Share Consolidation of every ten (10) issued and unissued ordinary shares of
		HK$0.02 each in the share capital of the Company into one (1) share of HK$0.20	each in the
		share capital of the Company.
	3.	To approve the Increase in Authorised Share Capital of the Company from HK$100,000,000.00
		to HK$300,000,000.00.
	Dated	this day of 2017 Signature_(Note 5)_

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS.

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 registered in your name(s).

3. Please insert the name and address of the proxy desired. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE MEETING WILL ACT AS YOUR PROXY . The proxy need not be a member of the Company but must attend the meeting in person to represent you. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT .

4. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, PUT A TICK IN THE BOXES MARKED “FOR”. IF YOU WISH TO VOTE AGAINST A RESOLUTION, PUT A TICK IN THE BOXES MARKED “AGAINST” . Failure to do so will entitle your proxy to cast his votes at his discretion. Your proxy will also be entitled to vote at his discretion on any amendment to the resolutions referred to in the notice convening the meeting which have been properly put to the meeting.

5. This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must be signed under the hand of an officer duly authorised on that behalf together with a company chop.

6. In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holder(s), and for this purpose, seniority will be determined by the order in which the names stand in the register of members of the Company.

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

8. Completion and delivery of the form of proxy will not preclude you from attending and voting at the meeting if you so wish. In such event, this form of proxy shall be deemed to be revoked.

9. The register of members of the Company will be closed from Monday, 16 January 2017 to Wednesday, 18 January 2017, both days inclusive, during which period no transfer of shares of the Company can be registered. In order to qualify for attending the Meeting, all properly completed transfer forms accompanied by the relevant share certificates must be lodged with the branch share registrar and transfer office of the Company in Hong Kong, Tricor Tengis Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong no later than 4:30 p.m. on Friday, 13 January 2017.