Smart-Core Holdings Limited — Proxy Solicitation & Information Statement 2017

Apr 11, 2017

芯智控股有限公司 Smart-Core Holdings Limited

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2166)

FORM OF PROXY FOR USE AT ANNUAL GENERAL MEETING

TO BE HELD ON 23 MAY 2017

I/We [(Note 1)]

of [(Note 1)]

being the registered holder(s) of [(Note 2)]

shares of US$0.00001 each in the share

capital of Smart-Core Holdings Limited (the “ Company ”) hereby appoint [(Note 3)] of [(Note 3)]

or failing him/her, the chairman of the annual general meeting as my/our proxy to attend and vote for me/us and on my/our behalf at the annual general meeting to be held at Crystal Room 3, Level B3, Holiday Inn Golden Mile Hong Kong, 50 Nathan Road, Tsim Sha Tsui, Kowloon, Hong Kong on 23 May 2017 at 10:00 a.m. (the “ Annual General Meeting ”), and at any adjournment thereof for the purpose of considering and, if thought fit, passing with or without modification, the resolutions as set out in the notice of the Annual General Meeting and to vote on my/our behalf as hereunder indicated or, if no such indication is given, as my/our proxy thinks fit. My/our proxy will also be entitled to vote on any matters properly put to the Annual General Meeting in such manner as he/she thinks fit.

	Ordinary Resolutions(Note 4)	For(Note 5)	Against(Note 5)
1.	To receive, consider and adopt the audited consolidated financial statements
	and the reports of directors (the “Directors”) and the auditors of the Company
	and its subsidiaries for the year ended 31 December 2016.
2.	(a) To re-elect Mr. Tian Weidong as an executive Director;
	(b) To re-elect Mr. Wong Tsz Leung as an executive Director;
	(c) To re-elect Mr. Liu Hongbing as an executive Director;
	(d) To re-elect Mr. Xie Yi as an executive Director;
	(e) To re-elect Mr. Zheng Gang as an independent non-executive Director;
	(f) To re-elect Mr. Tang Ming Je as an independent non-executive Director;
	and
	(g) To re-elect Mr. Wong Hon Kit as an independent non-executive
	Director.
3.	To authorise the board of Directors to fix the Directors’ remuneration.
4.	To re-appoint Deloitte Touche Tohmatsu as auditors of the Company and
	authorise the board of Directors to fix their remuneration.
5.	To give a general mandate to the Directors to allot, issue and deal with
	additional shares of the Company not exceeding 20% of the issued share capital
	of the Company (the “Issue Mandate”).
6.	To give a general mandate to the Directors to repurchase shares of the Company
	not exceeding 10% of the issued share capital of the Company.
7.	To extend the Issue Mandate by the number of shares of the Company
	repurchased by the Company.

Signature(s) [(Note 6)]

day of , 2017

Dated this

Notes:

1. Full name(s) and address(es) shall be inserted in BLOCK CAPITALS . The names of all joint holders should be stated.

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

3. Full name(s) and address(es) shall be inserted in BLOCK CAPITALS . If not completed, the chairman of Annual General Meeting will act as your proxy.

4. The above description of the proposed ordinary resolutions is by way of summary only. The full text appears in the notice of the Annual General Meeting.

5. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, PLEASE TICK THE BOX MARKED “For”. IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, PLEASE TICK THE BOX MARKED “Against”. Failure to tick a box will entitle your proxy to cast your vote at his/her discretion or to abstain. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the meeting other than those referred to in the notice convening the meeting.

6. The instrument appointing a proxy shall be in writing and shall be executed under the hand of the appointor or of his attorney duly authorised in writing or, if the appointor is a corporation, either under its seal or under the hand of an officer, attorney or other person duly authorised to sign the same.

7. In the case of joint holders of any share, any one of such persons may vote at the above Annual General Meeting, either personally or by proxy, in respect of such share as if he/she were solely entitled thereto. However, if more than one of such joint holders be present at the above Annual General Meeting personally or by proxy, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the vote(s) of the other joint holder(s) and for this purpose seniority shall be determined as that one of the said persons so present whose name stands first on the register of members of the Company in respect of such share.

8. To be valid, this form of proxy must be completed, signed and deposited at the Hong Kong share registrar of the Company, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, together with the power of attorney or other authority (if any) under which it is signed (or a notarially certified copy thereof), not less than 48 hours before the time for holding the meeting. The completion and return of the form of proxy shall not preclude shareholders of the Company from attending and voting in person at the above meeting (or any adjourned meeting thereof) if they so wish.

9. A proxy need not be a shareholder of the Company.

10. Completion and return of this form of proxy will not preclude you from attending and voting in person or at any adjournment thereof (as the case maybe) should you so wish, and in such event, the form of proxy shall be deemed to be revoked.