Roma (meta) Group Limited — Proxy Solicitation & Information Statement 2017

Sep 29, 2017

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ROMA GROUP LIMITED 羅 馬 集 團 有 限 公 司[*]

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 8072)

PROXY FORM

Proxy form for use by shareholders at the extraordinary general meeting (the ‘‘Meeting’’) to be held at 22/F, China Overseas Building, 139 Hennessy Road, Wanchai, Hong Kong on Wednesday, 18 October 2017 at 11:00 a.m. or any adjournment thereof

I/We[1]

of,

being the registered holder(s) of[2]

shares (the ‘‘Shares’’) of

HK$0.016 each in the capital of Roma Group Limited (the ‘‘Company’’) , HEREBY APPOINT[3,4] the chairman of the Meeting, or

of

as my/our proxy to attend for me/us at the Meeting to be held at 22/F, China Overseas Building, 139 Hennessy Road, Wanchai, Hong Kong on Wednesday, 18 October 2017 at 11:00 a.m. (or any adjournment thereof) for the purpose of considering and, if thought fit, passing the resolutions as set out in the notice convening the Meeting dated 29 September 2017 (the ‘‘Notice’’) and at the Meeting (or any adjournment thereof) to vote for me/us and in my/our name(s) in respect of the said resolutions as hereunder indicated or, if no indication is given, as my/our proxy thinks fit.

Unless otherwise defined, capitalised terms used herein shall have the same meanings as defined in the Notice.

ORDINARY RESOLUTIONS6	ORDINARY RESOLUTIONS6	ORDINARY RESOLUTIONS6	FOR5	AGAINST5
1.	To approve the Share Consolidation.
2.	To approve the Increase in Authorised Share Capital.
3.	To approve the Rights Issue on the basis of three (3) Rights Shares for every two (2) Consolidated Shares held on the Record Date; and to approve, confirm and ratify the entering into of the Underwriting Agreement and the transactions contemplated under the Underwriting Agreement.
4.	To re-elect the following retiring Directors:
	a.	Dr. Lam Lee G. as a non-executive Director; and
	b.	Ms. Li Tak Yin as an independent non-executive Director.
Signature7: Date: Notes: 1. Full name(s) and address(es) must be inserted in BLOCK CAPITALS.

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

2. If any proxy other than the chairman is preferred, please strike out ‘‘the chairman of the Meeting, or’’ and insert the name and address of the proxy desired in the space provided. ANY ALTERATION MADE TO THIS PROXY FORM MUST BE INITIALLED BY THE PERSON(S) WHO SIGN(S) IT.

3. Any member of the Company entitled to attend and vote at the Meeting is entitled to appoint another person as his proxy to attend and vote instead of him. A member who is the holder of two or more Shares may appoint more than one proxy. A proxy need not be a member of the Company.

4. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION, TICK THE BOX MARKED ‘‘FOR’’. IF YOU WISH TO VOTE AGAINST THE RESOLUTION, TICK THE BOX MARKED ‘‘AGAINST’’. Failure to tick a box will entitle your proxy to cast your 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 that referred to in the notice convening the Meeting.

5. The description of the resolutions are by way of summary only, please refer to the notice convening the Meeting dated 29 September 2017 for the full text. 7. The instrument appointing a proxy must be in writing under the hand of the appointor or of his attorney duly authorised in writing or, if the appointor is a corporation, either under seal or under the hand of an officer or attorney duly authorised.

6. The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed, or a certified copy of that power or authority, shall be deposited at the branch share registrar and transfer office of the Company in Hong Kong, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, not later than 48 hours before the time appointed for holding the Meeting or any adjournment thereof, and in default the instrument of proxy shall not be treated as valid.

7. Where there are joint registered holders of any Share, any one of such persons may vote at the Meeting, either personally or by proxy, in respect of such Share as if he were solely entitled thereto but if more than one of such joint holders be present at the Meeting personally or by proxy, that one of the said persons so present whose name stands first on the register in respect of such Share shall alone be entitled to vote in respect thereof.

PERSONAL INFORMATION COLLECTION STATEMENT

‘‘Personal Data’’ in this statement has the same meaning as ‘‘personal data’’ defined in the Personal Data (Privacy) Ordinance, Chapter 486 of the Laws of Hong Kong (‘‘PDPO’’), which include your and your proxy’s name and address. Your supply of the Personal Data is on a voluntary basis and for the purpose of processing your instructions as stated in this Proxy Form (the ‘‘Purposes’’). If you fail to supply sufficient information, the Company may not be able to process your instructions. The Company may disclose or transfer the Personal Data to its subsidiaries, its Share Registrar and/or third party service provider who provides administrative, computer and other services to the Company for use in connection with the Purposes 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. The Personal Data will be retained for such period as may be necessary to fulfil the Purposes (including for verification and record purposes). Request for access to and/or correction of the Personal Data can be made in accordance with the provisions of the PDPO and any such request should be in writing and sent to the Privacy Compliance Officer of Tricor Investor Services Limited at the above address.

• for identification purpose only