Top Spring International Holdings Limited — Proxy Solicitation & Information Statement 2012

Apr 12, 2012

TOP SPRING INTERNATIONAL HOLDINGS LIMITED 萊蒙國際集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 3688)

PROXY FORM

Form of proxy for use by shareholders at the annual general meeting to be held at Victoria Room of Four Seasons Hotel Hong Kong, 8 Finance Street, Central, Hong Kong at 10:30 a.m. on Wednesday 23 May 2012

I/We ( note a ) of Topbeing the registered holder(s) of (Spring International Holdings note b Limited) (the “ Company ”) hereby appoint the chairman shares (the “of the annual Shares general”) of HK$0.10 each in the capital ofmeeting (the “ Meeting ”) of the Company or of

to act as my/our proxy ( note c ) at the Meeting to be held at Victoria Room of Four Seasons Hotel Hong Kong, 8 Finance Street, Central, Hong Kong at 10:30 a.m. on Wednesday 23 May 2012 (or 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.

	1.	To receive and approve the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors (the “Directors”) and auditors (the “Auditors”) of the Company for the year ended 31 December 2011.
	2.	To declare a final dividend for the year ended 31 December 2011.
	3.	(i) To re-elect Ms. LI Yan Jie as executive Director.
		(ii) To re-elect Mr. LAM Jim as executive Director.
		(iii) To re-elect Dr. McCABE Kevin Charles as non-executive Director.
		(iv) To re-elect Mr. ZHANG Yi Jun as non-executive Director.
		(v) To re-elect Mr. CHENG Yuk Wo as independent non-executive Director.
		(vi) To authorise the board (the “Board”) of Directors to fix the remuneration of the Directors.
	4.	To re-appoint KPMG as the Auditors for the year ending 31 December 2012 and to authorise the Board to fix their remuneration.
	5.	To grant a general and unconditional mandate to the Directors to allot, issue and deal with additional shares in the Company not exceeding 20% of the aggregate nominal amount of the share capital of the Company in issue as at the date of the passing of the relevant resolution.
	6.	To grant a general and unconditional mandate to the Directors to repurchase shares in the Company not exceeding 10% of the aggregate nominal amount of share capital of the Company in issue as at the date of the passing of the relevant resolution.
	7.
	Dated this Signature(s		s	day o )

Notes:

• a. Full name(s) and address(es) are to be inserted in BLOCK CAPITAL LETTERS. The names of all joint registered holders should be stated. b. 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 in the share capital of the Company registered in your name(s).

• c. A“ Meeting proxy need”) of the Company or” and insert the name and address of the person appointed in the space provided. A member of the Company entitled to attend and vote at the Meeting is entitled to appoint in written formnot 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 (the one or, if he is the holder of two or more Shares, more proxies to attend and vote instead of him.

• 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 of the resolutions, 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/her 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/her 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 in the notice convening the meeting.

• e. In the case of joint holders of Shares, any one of such joint holders may vote, either in person or by proxy, in respect of such Share as if he/she were solely entitled thereto, but if more than one of such joint holders are present at the Meeting personally or by proxy, then one of the said persons so present whose name stands first on the register in respect of such share shall alone be entitled to vote in respect thereof.

• f. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his/her attorney duly authorised in writing, or if the appointor is a corporation, either under seal or under the hand of an officer or attorney duly authorised.

• g. In order to be valid, the form of proxy must be in writing under the hand of the appointor or of his/her attorney duly authorised in writing, or if the appointor is a corporation, either under seal, or under the hand of an officer or attorney duly authorised, and must be deposited with the Hong Kong share registrar and transfer office (the “ Hong Kong Share Registrar ”) of the Company, Tricor Investor Services Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong (together with the power of attorney or other authority, if any, under which it is signed or a certified copy thereof) not less than 48 hours before the time fixed for holding of the Meeting or any adjournment thereof.

• h. The register of members of the Company will be closed from Monday, 21 May 2012 to Wednesday, 23 May 2012 (both days inclusive), during which period no transfer of the Shares will be effected. In order to qualify for attending and voting at the above meeting or any adjournment thereof, all transfers of Shares accompanied by the relevant share certificates must be lodged with the Hong Kong Share Registrar at the above address by no later than 4:30 p.m. on Friday, 18 May 2012.

• i. Completion and delivery of an instrument appointing a proxy should not preclude a member from attending and voting in person at the Meeting or any adjournment thereof and in such event, the instrument appointing a proxy shall be deemed to be revoked.

• j. Any alteration made to this form should be initialled by the person(s) who sign(s) the form.