Tianli Holdings Group Limited — Proxy Solicitation & Information Statement 2014

Oct 30, 2014

NEPTUNE GROUP LIMITED 海王國際集團有限公司

(Incorporated in Hong Kong with limited liability)

(Stock Code: 00070)

Form of proxy for use at the Annual General Meeting to be held at Basement 2, Unicorn & Phoenix Room, the Charterhouse Causeway Bay, 209-219 Wanchai Road, Hong Kong on 28 November 2014 at 2:30 p.m.

I/We[1] of being a member of Neptune Group Limited (the “Company”) and the registered holder(s) of shares[2] of HK$0.01 each in the capital of the Company, HEREBY APPOINT THE CHAIRMAN OF THE MEETING, or[3] of

as my/our proxy to vote and act for me/us at the annual general meeting (and at any adjournment thereof) of the Company (the “Meeting”) to be held at Basement 2, Unicorn & Phoenix Room, the Charterhouse Causeway Bay, 209-219 Wanchai Road, Hong Kong on 28 November 2014 at 2:30 p.m. for the purpose of considering and, if thought fit, passing, with or without modification, the Resolutions set out in the notice convening the Meeting and at such Meeting (and at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of the Resolutions as indicated below, or if no such indication is given, as my/our proxy thinks fit.

		ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS		FOR4	AGAINST4
1.	To receive and approve	the audited consolidated financial statements and the reports
	of the directors and auditors for the year ended 30 June 2014
2.	(a) To re-elect Mr. Nicholas J. Niglio as executive			director
	(b) To re-elect Mr. Chan Shiu Kwong, Stephen as executive director
	(c) To re-elect Mr. Yue Fu		Wing as independent non-executive director
	(d) To re-elect Mr. Chan Choi Kam as independent			non-executive director
	(e) To authorise the	board	of directors to fix directors’ remuneration
3.	To re-appoint the Company’s auditors and authorise the board of directors to fix their
	remuneration
4.	To grant a general mandate to		the directors to issue, allot and otherwise deal with the
	Company’s shares
5.	To grant a general mandate to the directors to repurchase the Company’s shares
6.	To add the nominal amount of		the shares repurchased by the Company to the mandate
	granted to the directors under resolution no. 4
		SPECIAL RESOLUTION
7.	To abandon the existing memorandum and articles of association of the				Company and
	adopt a new set of the	articles of association of the Company

Dated this

day of 2014 Signature[5] :

Notes:

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

2. Please insert the number of shares registered in your name(s) to which the proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all the shares of the Company registered in your name(s).

3. If any proxy other than the Chairman is preferred, strike out “Chairman of the meeting” and insert the name and address of the proxy desired in the space provided. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT .

4. IMPORTANT : IF YOU WISH TO VOTE FOR ANY RESOLUTIONS , TICK THE APPROPRIATE BOXES MARKED “FOR” . IF YOU WISH TO VOTE AGAINST ANY RESOLUTIONS , TICK THE APPROPRIATE BOXES MARKED “AGAINST” . Failure to complete any or all the boxes will entitle your proxy to cast his votes at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the Meeting other than those referred to the Notice convening the Meeting.

5. This form of proxy must be signed by you or your attorney duly authorized in writing or, in the case of a corporation, must be either under its common seal or under the hand of an officer or attorney duly authorized.

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 of the Company.

7. To be valid, this form of proxy, together with any power of attorney (if any) or other authority (if any) under which it is signed or a notarially certified copy thereof, must be deposited at the Company’s branch share registrar, Computershare Hong Kong Investor Services Limited at Room 1712-16, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong no later than 48 hours before the appointed time for the holding of the Meeting (or at any adjournment thereof).

8. A proxy need not be a member of the Company but must attend the Meeting in person to represent you.

9. Completion and delivery of this form of proxy will not preclude you from attending and voting at the Meeting if you so wish.