SMIT Holdings Limited — Proxy Solicitation & Information Statement 2019

Nov 17, 2019

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SMIT Holdings Limited 國微控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2239)

Form of Proxy for the Extraordinary General Meeting to be held on Friday, 6 December 2019 at 4:00 p.m. (or any adjournment thereof) (the “Meeting”)

I/We (Note 1)

of being the holder(s) (Note 2) of shares of US$0.00002 each of SMIT Holdings Limited (the “ Company ”) hereby appoint the Chairman of the Meeting or of

to act as my/our proxy (Note 3) at the Meeting to be held at to act as my/our proxy (Note 3) at the Meeting to be held at No. 1 Meeting Room, 22F, Guoshi Building, No. 1801 Shahexi Road, Nanshan District, Shenzhen, PRC at 4:00 p.m. on Friday, 6 December 2019, and at any adjournment thereof and to vote on my/our behalf as directed below.

Please make a mark in the appropriate boxes to indicate how you wish your vote(s) to be cast on a poll (Note 4) .

	For Against Ordinary Resolution (Note 5) 1. To approve the Property Leasing Framework Agreement, the transactions contemplated thereunder and the proposed annual caps under the Property Leasing Framework Agreement

Date: Shareholder’s signature: (Notes 6, 7, 8, 9 and 10)

Notes:

1. Full name(s) and address(es) are to be inserted in BLOCK CAPITALS.

2. Please insert the number of shares 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 capital of the Company registered in your name(s).

3. A proxy need not be a member of the Company. If you wish to appoint some person other than the Chairman of the Meeting as your proxy, please delete the words “the Chairman of the Meeting or” and insert the name and address of the person appointed as your proxy in the space provided.

4. If you wish to vote for any resolution set out above, please tick (“�”) the box marked “For”. If you wish to vote against any resolution, please tick (“�”) the box marked “Against”. If the form returned is duly signed but without specific direction on any of the proposed resolution, the proxy will vote or abstain at his discretion in respect of all resolution; or if in respect of a particular proposed resolution there is no specific direction, the proxy will, in relation to that particular proposed resolution, vote or abstain at his discretion. A proxy will also be entitled to vote at his discretion on any resolution properly put to the Meeting other than those set out in the notice convening the Meeting.

5. The full text of the proposed resolution is set out in the notice convening the Meeting.

6. In the case of a joint holding, this form of proxy may be signed by any joint holder, but if more than one joint holder is present at the Meeting, whether in person or by proxy, that one of the joint holders whose name stands first on the register of members in respect of the relevant joint holding shall alone be entitled to vote in respect thereof.

7. The form of proxy must be signed by a shareholder, or his attorney duly authorised in writing, or if the shareholder is a corporation, either under its Common Seal or under the hand of an officer or attorney so authorised.

8. To be valid, this form of proxy together with any power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power or authority must be deposited at the offices of the Company’s Hong Kong branch share registrar and transfer office, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, not later than 48 hours before the time of the Meeting or any adjourned meeting.

9. Any alteration made to this form should be initialled by the person who signs the form.

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