Tianli Holdings Group Limited — Proxy Solicitation & Information Statement 2017

Oct 31, 2017

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(formerly known as 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 (or any adjournment thereof)

I/We[1] of being the registered holder(s) of[2] ordinary share(s) in the capital of Rich Goldman Holdings Limited (the “ Company ”), HEREBY APPOINT the chairman of the meeting, o r[3] of as my/our proxy to vote and act for me/us at the annual general meeting (and at any adjournment thereof) (the “ Meeting ”) of the Company to be held at meeting room of Soho 2, 6/F, Ibis Hong Kong Central & Sheung Wan, No. 28 Des Voeux Road West, Sheung Wan, Hong Kong on 29 November 2017 at 11:00 a.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	FOR4	AGAINST4
1.	To receive and adopt the audited consolidated financial statements of theCompany, the reports of the directors of the Company (the “Directors”) andthe independent auditors of the Company for the year ended 30 June 2017
2.	(a)To re-elect Mr. Danny Xuda Huang as executive Director
	(b)To re-elect Miss Yeung Hoi Ching as independent non-executiveDirector
3.	To authorise the board of Directors (the “Board”) of the Company to fixDirectors’ remuneration
4.	To re-appoint ZHONGHUI ANDA CPA Limited as auditors of the Companyand authorise the Board to fix their remuneration
5.	To grant a general mandate to the Directors to issue, allot and otherwise dealwith shares of the Company (the “Shares”) not exceeding 20% of the issuedshare capital of the Company as at the date of passing this resolution
6.	To grant a general mandate to the Directors to repurchase Shares notexceeding 10% of the issued share capital of the Company as at the date ofpassing this resolution
7.	To extend the general mandate to the Directors to allot, issue and deal withadditional Shares by adding the aggregate number of Shares repurchased bythe Company
Dated this		day of	2017Signature5:

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS . The name of all joint holders should be stated.

2. Please insert the number of shares registered in your name(s) to which this 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 of the Meeting is preferred, strike out “the 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 one of the boxes will entitle your proxy to cast your votes at his/her/its discretion. Your proxy will also be entitled to vote at his/her/its 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 vote(s) 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 in respect of the relevant joint holding.

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 and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited at Room 1712-16, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong no less 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 and in such event, the form of proxy shall be deemed to be revoked.