Tsun Yip Holdings Limited — Proxy Solicitation & Information Statement 2011

Jul 29, 2011

TSUN YIP HOLDINGS LIMITED 進 業 控 股 有 限 公 司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 8356)

SECOND PROXY FORM

Second form of proxy (the ‘‘Second Proxy Form’’) for use by the shareholders of Tsun Yip Holdings Limited (the ‘‘Company’’) at the annual general meeting (the ‘‘Meeting’’) to be convened at Room 3, United Conference Centre Limited, 10/F, United Centre, 95 Queensway, Hong Kong on Wednesday, 17 August 2011 at 10:30 a.m. (or any adjournment thereof).

I/We (note a)

of

being the holder(s) of

(note b) shares (each a ‘‘Share’’) of HK$0.001 each

of the Company hereby appoint the chairman (the ‘‘Chairman’’) of the Meeting or

of

to act as my/our proxy (note c) at the Meeting to be held at Room 3, United Conference Centre Limited, 10/F, United Centre, 95 Queensway, Hong Kong on Wednesday, 17 August 2011 at 10:30 a.m. and at any adjournment thereof for the purposes of considering and, if thought fit, passing the resolutions as set out in the revised notice convening the Meeting (the ‘‘Revised AGM Notice’’) and at the Meeting 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 (note d).

			AGAINST	AGAINST
ORDINARY RESOLUTIONS		FOR	AGAINST
1.	To receive and consider the audited consolidated financial statements and the reports of the directors (each a ‘‘Director’’) and auditors of the Company for the year ended 31 March 2011;
2.	(a) To re-elect Mr. Kan Kwok Cheung as executive Director;
	(b) To re-elect Mr. Cheng Ka Ming, Martin as executive Director;
	(c) To re-elect Mr. Chia Thien Loong, Eric John as executive Director;
	(d) To re-elect Mr. Hui Chi Kwong as executive Director;
	(e) To re-elect Mr. Hau Chi Kit as independent non-executive Director;
	(f) To re-elect Mr. Chu Siu Lun, Ivan as independent non-executive Director;
	(g) To re-elect Mr. Chan Hon Yuen as independent non-executive Director; and
	(h) To authorise the board of Directors to fix the Directors’ remuneration;
3.	To re-appoint the Company’s auditors and authorise the board of Directors to fix their remuneration;
4.	To grant the general mandate to the Directors to issue, allot and otherwise deal with the Company’s Shares;
5.	To grant the general mandate to the Directors to repurchase the Shares; and
6.	To add the nominal amount of the Shares repurchased by the Company to the mandate granted to the Directors under resolution no. 4.

Dated the

day of 2011

Shareholder’s signature

(notes e, f, g and h)

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 Second Proxy Form will be deemed to relate to all the Shares in the capital of the Company registered in your name(s).

• c. A proxy need not be a shareholder 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 Meeting or’’ and insert the name and address of the person appointed proxy in the space provided.

d. If you wish to vote for any of the resolutions set out above, please tick (‘‘P’’) the boxes marked ‘‘For’’. If you wish to vote against any resolutions, please tick (‘‘P’’) the boxes marked ‘‘Against’’. If this 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. A proxy will also be entitled to vote at his/her 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 Second Proxy Form 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 holder 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. This Second Proxy Form must be signed by a shareholder of the Company, or his/her 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. To be valid, this Second Proxy Form together with any power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power or authority must be deposited at the Hong Kong branch share registrar of the Company, Tricor Investor Services Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not later than 48 hours before the time of the Meeting or any adjourned meeting.

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

IMPORTANT: A SHAREHOLDER OF THE COMPANY (‘‘SHAREHOLDER(S)’’) WHO HAS ALREADY LODGED THE FORM OF PROXY (‘‘FIRST PROXY FORM’’) WHICH WAS SENT TOGETHER WITH THE CIRCULAR OF THE COMPANY DATED 28 JUNE 2011 SHOULD NOTE THAT:

• (i) If no Second Proxy Form is lodged with the Company’s branch share registrar, the First Proxy Form will be treated as a valid proxy form lodged by it/him/her if correctly completed. The proxy/proxies so appointed by the Shareholder will be entitled to vote at its/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 dated 28 June 2011 and the First Proxy Form) including the resolutions for the re-election of Directors set out in this supplemental circular.

• (ii) If the Second Proxy Form is lodged with the Company’s branch share registrar 48 hours prior to the time appointed for holding the Meeting (the ‘‘Closing Time’’), the Second Proxy Form will revoke and supersede the First Proxy Form previously lodged by it/him/ her. The Second Proxy Form will be treated as a valid proxy form lodged by the Shareholder if correctly completed.

• (iii) If the Second Proxy Form is lodged with the Company’s branch share registrar after the Closing Time, the proxy appointment under the Second Proxy Form will be invalid. However, it will revoke the First Proxy Form previously lodged by the Shareholder, and any vote that may be cast by the purported proxy/proxies (whether appointed under the First Proxy Form or the Second Proxy Form) will not be counted in any poll which will be taken on a proposed resolution. Accordingly, Shareholders are advised not to lodge the Second Proxy Form after the Closing Time. If such Shareholders wish to vote at the Meeting, they will have to attend in person and vote at the AGM themselves.

If a Shareholder has any queries about the validity of its/his/her proxy form deposited, please contact the Company’s branch share registrar at (852) 2980 1888.