Renco Holdings Group Limited — Proxy Solicitation & Information Statement 2016

Jul 4, 2016

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TOPSEARCH INTERNATIONAL (HOLDINGS) LIMITED 至卓國際（控股）有限公司[*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 2323)

Form of Proxy for use at the Special General Meeting

to be held on Wednesday, 20 July 2016

I/We (Note 1)

of

shares (Note 2) of HK$0.10

being the registered holder(s) of shares (Note 2) of HK$0.10 each in the share capital of Topsearch International (Holdings) Limited (the “Company”), HEREBY APPOINT THE CHAIRMAN OF THE MEETING (Note 3) or of as my/our proxy to attend the Annual General Meeting (and at any adjournment thereof) of the Company to be held at Room 4702, 47th Floor, Far East Finance Centre, 16 Harcourt Road, Admiralty, Hong Kong on Wednesday, 20 July 2016 at 10:00 a.m. for the purposes of considering and, if thought fit, passing the resolutions as set out in the notice convening the said Meeting and at such Meeting (and at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of the resolutions as indicated below (Note 4) .

ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	FOR	AGAINST
1.	THAT the grant of specific mandate to the directors of the Company (the “Directors”) to exercise all the powers of the Company to allot and issue an aggregate of 60,000,000 new shares (“Award Shares”), credited as fully paid, to Computershare Hong Kong Trustees Limited (the “Trustee”) to hold on trust for Mr. Liu Tingan, in accordance with the terms of the share award scheme adopted by the Company on 17 May 2016 (the “Share Award Scheme”) and the transactions contemplated thereunder,be and are herebyapproved,confirmed and ratified;
2.	THAT the grant of 60,000,000 Award Shares pursuant to the Share Award Scheme to Mr. Liu Tingan, who is a Director and accordingly a connected person (as defined in Chapter 14A of the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited (“Listing Rules”))to the Company,is herebyapproved,confirmed and ratified;
3.	THAT any one or more of the Directors be and is/are hereby authorized to do all such acts and things and execute all such documents which he/they consider necessary, desirable or expedient for the purpose of, or in connection with, the implementation of and giving effect to the Award and the transactions contemplated thereunder, including but not limited to the issue and allotment of the new Award Shares pursuant to the Share Award Scheme.
Dated this Notes: 1. Fu		day of ll name(s) and address(es) to be inse	2016. Signature (Note 5): rted inBLOCK CAPITALS.

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

2. If any proxy other than the Chairman is preferred, strike out the words “THE CHAIRMAN OF THE MEETING” here inserted and insert the name and address of the proxy desired in the space provided. A member of the Company who is the holder of two or more shares may appoint more than one proxy to attend and vote on his behalf at the Meeting provided that if more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE MEETING WILL ACT AS YOUR PROXY. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

3. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTIONS, TICK THE APPROPRIATE BOXES MARKED “FOR”. IF YOU WISH TO VOTE AGAINST THE RESOLUTIONS, TICK THE APPROPRIATE BOXES MARKED “AGAINST”. Failure to complete any or all the boxes will entitle your proxy to cast his votes 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 convening the Meeting.

4. 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 either executed under its common seal or under the hand of an officer or attorney or other person duly authorised.

5. For good corporate governance, the Chairman of the Meeting will demand a poll on each of the resolutions for determination at the Meeting, save for the resolutions proposed by the Chairman of the Meeting regarding the approval on the procedural and administrative matters (as defined under the Listing Rules) during the Meeting. On a poll every member of the Company present in person or by proxy or, in the case of a member being a corporation, by its duly authorised representative, shall have one vote for every fully paid share of which he is the holder.

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 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 the power of attorney or other authority (if any) under which it is signed or a notarially certified copy thereof, must be deposited at the Company’s Branch Share Registrar and Transfer Office 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 holding this Meeting or any adjournment thereof.

8. The proxy need not be a member of the Company but must attend the Meeting in person to represent you.

9. Completion and delivery of this form of proxy will not preclude you from attending and voting at the Meeting if you so wish.

* For identification purposes only