Texhong International Group Limited — Proxy Solicitation & Information Statement 2016

Mar 14, 2016

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(incorporated in the Cayman Islands with limited liability)

(stock code: 2678)

PROXY FORM

Form of proxy for use by shareholders at the annual general meeting to be convened at 2 p.m. on 18 April 2016 at Park Lane Room V1, 27th Floor, The Park Lane Hong Kong, A Pullman Hotel, 310 Gloucester Road, Causeway Bay, Hong Kong (or any adjournment thereof).

I/We (note a) of

being the holder(s) of (note b) shares of HK$0.10 each of Texhong Textile Group Limited (‘‘Company’’) hereby appoint the Chairman of the annual general meeting (‘‘Meeting’’) of the Company or

(note b)

of to act as my/our proxy (note c) at the Meeting to be held at 2 p.m. on 18 April 2016 at Park Lane Room V1, 27th Floor, The Park Lane Hong Kong, A Pullman Hotel, 310 Gloucester Road, Causeway Bay, Hong Kong 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 d).

				AGAINST	AGAINST
			FOR	AGAINST
	1.	To receive and approve the audited consolidated financial statements and the reports ofthe directors and the auditors of the Company for the year ended 31 December 2015
	2.	To declare a final dividend for the year ended 31 December 2015 of HK$0.12 per shareof HK$0.10 each in the capital of the Company
	3.	(a)To re-elect Prof. Cheng Longdi as a director of the Company
		(b)To re-elect Prof. Tao Xiaoming as a director of the Company
		(c)To re-elect Mr. Ting Leung Huel, Stephen as a director of the Company
		(d)To re-elect Mr. Ji Zhongliang as a director of the Company
		(e)To authorise the board of directors of the Company to fix the directors’remuneration
	4.	To appoint the Company’s auditors and to authorise the board of directors of theCompany to fix their remuneration
	5.	To grant a general mandate to the directors of the Company to allot, issue andotherwise deal with Company’s shares
	6.	To grant a general mandate to the directors of the Company to purchase the Company’sshares
	7.	To add the total number of shares repurchased by the Company to the mandate grantedto the directors under resolution no. 5

Dated

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

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 Awordsproxy‘‘theneedChairmannot be aofmemberthe annualof thegeneralCompany.meetingIf (you‘‘Meetingwish to’’) appointof the Companysome personor’’ andotherinsertthan thethenameChairmanand addressof the Meetingof the personas yourappointedproxy, pleaseas yourdeleteproxythein the space provided.

d If(‘‘Pyou’’) wishthe boxesto votemarkedfor any‘‘Againstof the ’’resolutions. If the formset returnedout above,is dulypleasesignedtick (but‘‘Pwithout’’) the boxesspecificmarkeddirection‘‘Foron’’. Ifanyyouof wishthe proposedto vote againstresolutions,any resolutions,the proxy willpleasevotetickor 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 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. 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 common seal or under the hand of an officer or attorney so authorised.

g orTo authoritybe valid, mustthis formbe depositedof proxy attogetherthe officeswith ofanythepowerCompanyof attorney’s HongorKongotherbranchauthorityshare(if registrar,any) underBoardroomwhich it isSharesignedRegistrarsor a notarially(HK) Limitedcertifiedatcopy31/F,of148suchElectricpower Road, North Point, Hong Kong, not later than 48 hours before the time of the Meeting or any adjourned meeting.

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

i 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.