Sitoy Group Holdings Limited — Proxy Solicitation & Information Statement 2012

Oct 10, 2012

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SITOY GROUP HOLDINGS LIMITED 時代集團控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1023)

PROXY FORM

Proxy form for use by shareholders at the annual general meeting (the “Annual General Meeting”) of Sitoy Group Holdings Limited (the “Company”) convened at 10:00 a.m. on Friday, 16 November 2012 (or any adjournment thereof)

I/We [(note][1)]

of

being(the “ Shares the registered”) of HK$0.10holder(s)eachofin the capital of the Company, hereby appoint the Chairman of the Annual General Meeting or [(note][3)] of

shares [(note][2)]

or failing him

of

to act as my/our proxy [(note][4)] at the Annual General Meeting of the Company to be held at Centenary Room I, G/F, Marco Polo Hong Kong Hotel, 3 Canton Road, Harbour City, Tsim Sha Tsui, Kowloon, Hong Kong on Friday, 16 November 2012 at 10:00 a.m. and at any adjournment thereof and to vote on my/our behalf as indicated below.

Please make a mark in the appropriate boxes to indicate how you wish your vote(s) to be cast on a poll [(note][5)] .

				ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS		For		Against
	1.		To receive and approve the audited consolidated financial statements of the Company and its subsidiaries,
			the report of the directors (the “Directors”) and the independent auditors’ report of the Company for						the
			year	ended 30 June 2012
	2.		To declare a final dividend of HK20			cents per share for the year	ended 30 June 2012
	3.		(a)	To re-elect Mr. Yeung Michael		Wah Keung as executive Director
			(b)	To re-elect Mr. Yeung Wo Fai as executive Director
			(c)	To re-elect Mr. Yu Chun Kau as executive Director
			(d)	To re-elect Mr. Chan Ka Dig	Adam as executive Director
			(e)	To re-elect Mr. YeungAndrew Kin as executive Director
			(f)	To re-elect Mr. Yeung Chi Tat as independent non-executive Director
			(g)	To re-elect Mr. Kwan Po Chuen, Vincent as independent non-executive Director
			(h)	To re-elect Mr. Lung Hung Cheuk as independent non-executive Director
			(i)	To authorise the board (the “Board”) of Directors of the Companyto fix the Directors’ remuneration
	4.		To re-appoint Ernst & Young as auditors and authorise the Board to fix their remuneration
	5.		(1)	To grant a general unconditional mandate to the Directors to repurchase shares in the Company not
				exceeding 10% of the aggregate nominal amount of share capital of the Company in issue as at the
				date of the passing of the relevant resolution
			(2)	To grant a general unconditional mandate to the Directors to allot, issue or otherwise deal with
				additional shares in the Company not exceeding 20% of the aggregate nominal amount of the share
				capital of the Company in issue as at the date of the passing of the relevant resolution
			(3)	Conditional upon resolutions 5(1) and 5(2) being passed, the general unconditional mandate
				granted to the Directors to	allot, issue or otherwise deal with additional shares of the Company
				pursuant to resolution 5(2)	be extended by the addition thereto of an amount representing the
				aggregate nominal amount of		the share capital of the Company repurchased by the Company under
				the authority granted pursuant to resolution 5(1)
						SPECIAL RESOLUTION
	6.		To approve the amendments to the Articles of Association of the Company

Date

Signature [(note][6)]

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS . The names of all joint registered holders should be stated. 2. Please insert the number of Shares registered in your name(s) to which the proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all the Shares in the share capital of the Company registered in your name(s). 3. If any proxy other than the Chairman is preferred, strike out the words “the Chairman of the Annual General Meeting or” and insert the name and address of the proxy desired in the space provided. IF YOU DO NOT STRIKE OUT THE WORDS “THE CHAIRMAN OF THE ANNUAL GENERAL MEETING OR” AND YOUR PROXY HAS NOT ATTENDED THE ANNUAL GENERAL MEETING OR IF NO NAME IS INSERTED, THE CHAIRMAN OF THE ANNUAL GENERAL MEETING WILL ACT AS YOUR PROXY. ANY ALTERATION MADE TO THIS PROXY FORM MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

2. Any member entitled to attend and vote at the Annual General Meeting is entitled to appoint another person as his proxy to attend and vote instead of him. A member may appointed any number of proxies to attend in his stead at the Annual General Meeting. A proxy need not be a member of the Company but must attend the Annual General Meeting in person to represent you. 5. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTIONS SET OUT ABOVE, PLEASE TICK (“ ✓ “) THE BOX MARKED “FOR” BESIDE THE APPROPRIATE RESOLUTION. IF YOU WISH TO VOTE AGAINST ANY OF THE RESOLUTIONS, PLEASE TICK (“ ✓ “) THE BOX MARKED “AGAINST” BESIDE THE APPROPRIATE RESOLUTION. Failure to complete any or all boxes will entitle your proxy to cast his votes on the relevant resolution at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the Annual General Meeting other than those referred to in the notice convening the Annual General Meeting. 6. 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 under its common seal or under the hand of an officer or attorney duly authorised.

3. Where there are joint registered holders of Shares, any one of such persons may vote at the Annual General Meeting, either personally or by proxy, in respect of such Shares as if he/she were solely entitled thereto; but if more than one of such joint holders are present at the Annual General Meeting personally or by proxy, then one of the said persons so present being the most or, as the case may be, the more senior shall alone be entitled to vote in respect of the relevant joint holding and, for this purpose, seniority shall be determined by reference to the older in which the names of the joint holders stand on the register in respect of the relevant joint holding.

4. To be valid, this proxy form, 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 Computershare Hong Kong Investor Services Limited, the branch share registrar and transfer office of the Company in Hong Kong at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time of the Annual General Meeting or any adjournment thereof.

5. Completion and return of the form of proxy will not preclude you from attending and voting in person at the Annual General Meeting or any adjournment thereof if you so wish.