Universal Technologies Holdings Limited — Proxy Solicitation & Information Statement 2011

Sep 29, 2011

UNIVERSAL TECHNOLOGIES HOLDINGS LIMITED 環球 實 業 科 技 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1026)

Form of Proxy for use at the Extraordinary General Meeting

I/We[(Note][1)]

of

being the registered holder(s) of (Note 2) shares with a par value of HK$0.01 each in the capital of Universal Technologies Holdings Limited (the ‘‘Company’’), HEREBY APPOINT the Chairman of the[3)] meeting or[(Note]

of

as my/our proxy to act for me/us at the Extraordinary General Meeting of the Company, to be held at Units 231–233, Building 2, Phase One, No.1 Science Park West Avenue, Hong Kong Science Park, Shatin, New Territories, Hong Kong on Monday, 24 October 2011 at 11: 00 a.m. or any adjournment thereof, and in particular (but without limitation) at such meeting (or any adjournment thereof) to vote for me/us and in my/our name(s) in respect of the proposed resolution set out in the notice convening the said meeting as indicated below, or, if no such indication is given, as my/our proxy thinks fit.

SPECIAL RESOLUTION	FOR(Note 4)	AGAINST(Note 4)
To approve the change of name of the Company from ‘‘Universal Technologies Holdings Limited 環球實業科技控股有限公司’’ to ‘‘Universal Payment Holdings Limited 環球支付控股有限公司’’.

[5)] Signature(s)[(Note] :

Dated:

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 those shares in the Company registered in your name(s).

3. If any proxy other than the Chairman of the meeting is preferred, strike out the words ‘‘the Chairman of the meeting or’’ 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(S) WHO SIGN(S) IT.

4. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, TICK (H) IN THE BOX MARKED ‘‘FOR’’ THE RELEVANT RESOLUTION. IF YOU WISH TO VOTE AGAINST A RESOLUTION, TICK (H) IN THE BOX MARKED ‘‘AGAINST’’ THE RELEVANT RESOLUTION. Failure to tick either box will entitle your proxy to cast your vote at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the meeting other than that referred to in the notice convening the meeting.

5. This form of proxy must be signed by you or your attorney duly authorised 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 or other person duly authorised.

6. In order to be valid, this form of proxy duly completed and signed in accordance with the instructions printed hereon together with the power of attorney or other authority, if any, under which it is signed or a certified copy thereof must be delivered to Hong Kong Registrars Limited, the branch share registrar and transfer office of the Company, at 17M Floor, Hopewell Centre, 183, Queen’s Road East, Wan Chai, Hong Kong not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof.

7. In case of joint registered holders of any share, any one of such persons may vote at the meeting, either personally or by proxy, in respect of such share as if he were solely entitled thereto; but if more than one of such joint holders are present at the meeting personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such shares shall alone be entitled to vote in respect thereof.

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

9. Completion and deposit of this form of proxy will not preclude you from attending and voting at the meeting in person if you so wish, and in such event, the form of proxy shall be deemed to be revoked.