SmarTone Telecommunications Holdings Limited — Proxy Solicitation & Information Statement 2014

Sep 29, 2014

SMARTONE TELECOMMUNICATIONS HOLDINGS LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 00315)

Proxy Form for Annual General Meeting

I/We,

of

being the registered holder(s) of

shares[1] of HK$0.10 each in the capital of the

Company hereby appoint[2]

of

or failing him the Chairman of the meeting as my/our proxy to vote and act for me/us at the Annual General Meeting (and at any adjournment thereof) of the Company to be held at World Trade Centre Club, 38th Floor, World Trade Centre, 280 Gloucester Road, Causeway Bay, Hong Kong on Tuesday, 4 November 2014 at 10:00 a.m. for the purpose of considering and, if thought fit, passing the following Resolutions set out in the Notice convening the said Meeting:

	Ordinary Resolutions	Ordinary Resolutions	For3	Against3
1.	To adopt the audited financial statements and the reports of the Directors andauditor for the year ended 30 June 2014.
2.	To approve the payment of final dividend of HK$0.13 per share, with a scripdividend alternative, in respect of the year ended 30 June 2014.
3.	(i)(a)	To re-elect Mr. Douglas LI as Director;
	(b)	to re-elect Mr. FUNG Yuk-lun, Allen as Director;
	(c)	to re-elect Mr. SIU Hon-wah, Thomas as Director;
	(d)	to re-elect Mr. TSIM Wing-kit, Alfred as Director;
	(e)	to re-elect Mr. NG Leung-sing as Director;
	(f)	to re-elect Mr. YANG Xiang-dong as Director; and
	(ii)to authorise the Board of Directors to fix the fees of Directors.
4.	To re-appoint PricewaterhouseCoopers as auditor of the Company and toauthorise the Board of Directors to fix their remuneration.
5.	To give a general mandate to the Board of Directors to issue and dispose ofadditional shares in the Company not exceeding 10% of the nominal amountof the issued share capital.
6.	To give a general mandate to the Board of Directors to repurchase shares ofthe Company not exceeding 10% of the nominal amount of the issued sharecapital.
7.	To extend the general mandate granted to the Board of Directors to issueshares in the capital of the Company by the number of shares repurchased.

Signed this day of 2014 Signature(s)

Notes:

1. Please insert the number of shares of HK$0.10 each in 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 in the Company registered in your name(s).

2. If the name of the proxy is not inserted, the Chairman of the meeting shall be your proxy.

3. Please indicate with an “✓” in the relevant box which way you wish your votes to be cast. If no indication is given, the proxy will vote or abstain at his discretion.

4. Corporations must execute this form under their common seal or by an officer or attorney duly authorised.

5. In order to be valid, a form of proxy must be returned to the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, 17M Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong, together with a power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power of attorney or authority, not less than 48 hours before the time appointed for holding the meeting.

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.

7. A proxy need not be a member of the Company.

8. Any alteration made to this form of proxy must be initialed by the person who signs it.