Technovator International Limited — Proxy Solicitation & Information Statement 2017

Dec 5, 2017

Technovator

TECHNOVATOR INTERNATIONAL LIMITED 同方泰德國際科技有限公司[*]

(incorporated in Singapore with limited liability)

(Stock Code: 1206)

Number of shares to which this proxy form relates[1]

Proxy Form for the Extraordinary General Meeting to be held on Thursday, 21 December 2017

I/We[2] , (name) of (address) being the registered holder(s) of Technovator International Limited (the ‘‘ Company ’’) HEREBY APPOINT[3] (name) of (address) or failing him/her, THE CHAIRMAN OF THE EXTRAORDINARY GENERAL MEETING (‘‘ EGM ’’) of the Company to act as my/our proxy to attend and vote for me/us and on my/our behalf at the EGM to be held at 15th Floor, Allied Kajima Building, 138 Gloucester Road, Wanchai, Hong Kong at 11:00 a.m. on Thursday, 21 December 2017 and at any adjournment thereof. I/We direct that my/our vote(s) be cast on the specified resolutions as indicated by an “✓” in the appropriate boxes. In the absence of any indication, the proxy may vote in respect of that resolution at his/her discretion.

			Ordinary Resolutions		For 4 Against 4	For 4 Against 4	For 4 Against 4
1.	THAT
	(a) the 2017 Business Arrangements Agreement (as defined in the circular of the Company dated 6
	December 2017 (the “Circular”)) (including the annual caps for the transactions contemplated
	thereunder) and the transactions contemplated thereunder, be and are hereby approved, confirmed and
	ratified; and
	(b) the directors of the Company (the “Directors”) be and are hereby generally and unconditionally
	authorised to do all such further acts and things and to sign and execute all such other or further
	documents and to take all		such steps which in the opinion of	the Directors may be necessary,
	appropriate, desirable or expedient to implement and/or give effect			to the 2017 Business Arrangements
	Agreement, the annual	caps and the transactions contemplated thereunder.
2.	THAT
	(a) the 2017 Purchase Agreement (as defined in the Circular) (including the annual caps for the
	transactions contemplated thereunder) and the transactions contemplated thereunder, be and are
	hereby approved, confirmed		and ratified; and
	(b) the Directors be and are hereby generally and unconditionally authorised to do all such further acts and
	things and to sign and	execute all such other or further documents and to take all such steps which in
	the opinion of the Directors may be necessary, appropriate, desirable or expedient to implement and/or
	give effect to the 2017 Purchase Agreement, the annual caps and the transactions contemplated
	thereunder.
3.	THAT
	(a) the 2017 Sales Agreement (as defined in the Circular) (including the annual caps for the transactions
	contemplated thereunder) and the transactions contemplated thereunder, be and are hereby approved,
	confirmed and ratified; and
	(b) the Directors be and are hereby generally and unconditionally authorised to do all such further acts and
	things and to sign and	execute all such other or further documents and to take all such steps which in
	the opinion of the Directors may be necessary, appropriate, desirable or expedient to implement and/or
	give effect to the 2017 Sales Agreement, the annual caps and the transactions contemplated thereunder.
Dated this day of			, 2017
Shareholder’s signature 5 :
Contact Telephone No.:
Notes:
1.	If no number is inserted, this	proxy	form will be deemed to relate to all the shares registered in the name		of the holder appearing in	this proxy form.
2.	Please insert full name(s) and address(es) in BLOCK CAPITALS as shown in the register of the Company.
3.	Please insert the name and address of the proxy. If no name is inserted, the chairman of the meeting will act as your proxy. A shareholder may appoint one or more proxies to
	attend the meeting and vote for him/her. ANY ALTERATION MADE TO THIS PROXY FORM MUST BE INITIALED BY THE PERSON WHO SIGNS IT. The proxy needs
	not be a shareholder of the Company, but must attend the meeting (or any adjournment thereof) to represent you.
4.	IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, TICK (✓**) **			**IN THE RELEVANT BOX **	BELOW THE BOX MARKED “FOR”. IF YOU WISH TO VOTE
	**AGAINST A RESOLUTION, **	**TICK **	(✓) IN THE RELEVANT BOX BELOW THE BOX MARKED “AGAINST”. Failure to tick either box in respect of a resolution will entitle
	your proxy to cast your vote(s) in respect of that resolution at his/her discretion or to abstain from voting. Your proxy will also be entitled to vote at his/her discretion or to
	abstain from voting on any resolution properly put to the meeting other than those referred to in the notice convening the meeting.
5.	This proxy form must be signed by a shareholder of the Company or its/his/her agent duly authorised in writing or, in the case of a corporation, must either be executed under
	its common seal or be signed	by an	officer or agent duly authorised in writing.
6.	In order to be valid, this completed		proxy form, together with the power of attorney or other authority (if any) under which it is signed or a certified copy of				that power of
	attorney or authority (such certification to be made by either a notary public or			a solicitor qualified to practice in Hong Kong), must be lodged on Company’s Hong Kong share
	registrar, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, not less than 48 hours before the time appointed for holding the
	meeting or adjourned meeting (as the case may be).
7.	Submission of this proxy form shall not preclude you from attending the meeting or any adjourned meeting thereof and voting					in person should you so	wish, but the
	appointment of the proxy will be revoked if you vote in person at the meeting.
8.	If you have returned a proxy form, you may revoke it by completing and signing a proxy form bearing a later date, and lodging it with Company’s Hong Kong share registrar.
	In order to be valid for voting purposes, this latter proxy form should be received by Company’s Hong Kong share registrar not less					than 48 hours before the time appointed
	for holding the meeting or adjourned meeting (as the case may be) (“Closing Time”). If this latter proxy form is lodged with Company’s Hong Kong share registrar after the
	Closing Time, it will be invalid for voting purpose. However, it will revoke any previous proxy form and any vote that may be cast by					the purported proxy will not be counted
	in any poll taken on a proposed resolution.
9.	In the case of joint registered holders of any shares, any one of such persons may vote at the meeting, either personally or by proxy, in respect of such shares as if he/she were
	solely entitled thereto but the vote of the senior holder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the vote(s) of the other joint
	holders and, for this purpose, seniority shall be determined by the order in which the names stand in Company‘s register of members in respect of the relevant						joint holding.
10.	The Company reserves the right to treat any proxy form which has been incorrectly completed in some manner which (at its absolute discretion) is not material as being valid.
11.	Pursuant to Rule 13.39(4) of the Listing Rules, all resolutions set out in the notice of the EGM will be decided by poll at the meeting.

• For identification purposes only