Swang Chai Chuan Limited — Proxy Solicitation & Information Statement 2021

May 26, 2021

THEME INTERNATIONAL HOLDINGS LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 990)

FORM OF PROXY FOR USE AT THE ANNUAL GENERAL MEETING TO BE HELD ON WEDNESDAY, 30 JUNE 2021

Form of proxy for use by shareholders at the annual general meeting to be held at Unit 3401–03, 34/F, China Merchants Tower, Shun Tak Centre, 168–200 Connaught Road Central, Sheung Wan, Hong Kong on Wednesday, 30 June 2021 at 11: 00 a.m. (or any adjournment thereof).

I/We (note a)

of

being the registered holder(s) of

(note b) shares of HK$0.0025 each in the capital of

Theme International Holdings Limited (the ‘‘Company’’) hereby appoint the Chairman of the annual general meeting (the ‘‘Meeting’’) of the Company or

of

to act as my/our proxy (note c) at the Meeting to be held at Unit 3401–03, 34/F, China Merchants Tower, Shun Tak Centre, 168–200 Connaught Road Central, Sheung Wan, Hong Kong on Wednesday, 30 June 2021 at 11: 00 a.m. and at any adjournment thereof for the purpose of considering and, if thought fit, passing the following resolutions set out in the notice convening the Meeting (the ‘‘Notice’’) and to vote on my/our behalf in respect of the said resolutions as directed below.

Please make a mark in the appropriate boxes to indicate how you wish your vote(s) to be cast (note d).

		ORDINARY RESOLUTIONS	FOR	AGAINST
		(A) Ordinary Business
1.	To	receive, consider and adopt the audited financial statements and reports of the
	directors and auditors of the Company for the year ended 31 December 2020
2.	(i)	To re-elect Mr. Wu Lei as an executive director
	(ii)	To re-elect Mr. Liu Song as an independent non-executive director
	(iii)	To re-elect Mr. Chan Chi Ming, Tony as an independent non-executive director
	(iv)	To re-elect Mr. Ding Lin as a non-executive director
	(v)	To authorize the board of directors to fix their remuneration
3.	To	re-appoint ZHONGHUI ANDA CPA Limited as auditors of the Company and
	authorize the board of directors to fix auditors’ remuneration
		(B) Special Business
4.	To	grant general mandate to issue shares in the capital of the Company as more
	particularly set out in the Notice
5.	To grant general mandate to repurchase shares in the capital of the Company as more
	particularly set out in the Notice
6.	To	extend the general mandate to issue shares in the capital of the Company as
	repurchased pursuant to above Resolution 5 as more particularly set out in the Notice

Dated the day of 2021.

Shareholder’s signature (notes e, f, g and h)

Notes:

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

• b. 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).

• c. 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 annual general meeting of the Company or’’ and insert the name and address of the person appointed proxy in the space provided.

• d. If you wish to vote for any of the resolutions set out above, please tick (‘‘✓’’) the boxes marked ‘‘For’’. If you wish to vote against any resolutions set out above, please tick (‘‘✓’’) the boxes marked ‘‘Against’’. If the form returned is duly signed but without specific direction on any of the proposed resolutions, the proxy will vote or abstain at his discretion in respect of all resolutions; 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.

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

• f. 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 seal or under the hand of an officer, attorney or other person authorised to sign the same.

• g. To be valid, this form of proxy and, if required by the Board, the power of attorney or other authority, if any, under which it is signed or a certified copy of such power or authority must be deposited at the offices of the Company’s Hong Kong branch share registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong not less than 48 hours before the time of the Meeting (i.e. 28 June 2021 at 11: 00 a.m.) or any adjourned meeting.

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