Universal Technologies Holdings Limited — Proxy Solicitation & Information Statement 2013

Aug 28, 2013

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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)

PROXY FORM FOR USE AT THE EXTRAORDINARY GENERAL MEETING (OR AT ANY ADJOURNMENT THEREOF)

I/We[(Note][1)] of being the registered holder(s) of (Note 2) shares with a par value of

HK$0.01each in the capital of Universal Technologies Holdings Limited (the ‘‘Company’’), HEREBY APPOINT the Chairman of the meeting or[(Note][3)] of as my/our proxy to act for me/us at the extraordinary general meeting of the Company (the ‘‘meeting’’) to be held at Units 601–608, 6/F, Harbour View Two, Phase Two, Hong Kong Science Park, Pak Shek Kok, New Territories, Hong Kong on Monday, 16 September 2013 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 resolutions 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.

	ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	For(note 4)	Against(note 4)
1.	(a)To remove Mr. Chen Runqiang from the Board of Directors of the Company.
	(b)To remove Mr. Zhou Jianhui from the Board of Directors of the Company.
	(c)To remove Mr. Chen Jinyang from the Board of Directors of the Company.
	(d)To remove Mr. Chow Cheuk Lap from the Board of Directors of the Company.
	(e)To remove Mr. David Tsoi from the Board of Directors of the Company.
	(f)To remove Mr. Chan Chun Kau from the Board of Directors of the Company.
	(g)To remove any and all person(s) who have been appointed the Director(s) of theCompany by the resolution(s) of the Board of the Company but without the approval ofthe general meeting of the Company during the period from the date of this requisitionon 17 July 2013 to the date of the extraordinary general meeting of the Company underthis requisition.
2.	(a)To remove Mr. Lau Yeung Sang from the Board of Directors of the Company.
	(b)To remove Mr. Xu Hui from the Board of Directors of the Company.
	(c)To appoint Mr. Chow Cheuk Wah as Executive Director of the Company.
	(d)To appoint Ms. Fan Man Yee Alice as Non-executive Director of the Company.
	(e)To appoint Mr. Chao Pao Shu George as Independent Non-executive Director of theCompany.
3.	(a)To re-elect Mr. David Tsoi as Independent Non-executive Director.
	(b)To re-elect Mr. Chan Chun Kau as Independent Non-executive Director.
Dated:	Signature(s) (Note 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 Company’s branch share registrar and transfer office in Hong Kong, Hong Kong Registrars Limited at 17M 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 and in such event, this form of proxy shall be deemed to be revoked.