Universal Technologies Holdings Limited — Proxy Solicitation & Information Statement 2013

Apr 24, 2013

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 THE ANNUAL GENERAL MEETING TO BE HELD ON 3 JUNE 2013 (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$0.01 each 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 Annual General Meeting of the Company, 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, 3 June 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.

			For(note 4)	Against(note 4)
	1.	To receive and consider the audited financial statements and the reports of the directors and auditors for the year ended 31 December 2012.
	2.	(a) To re-elect the following Directors:
		(i) Mr. Chen Runqiang
		(ii) Mr. Zhou Jianhui
		(iii) Mr. Chen Jinyang
		(iv) Mr. Fong Heung Sang
		(b) To authorise the Board of Directors of the Company to fix the Directors’ remuneration.
	3.	To re-elect Mr. Meng Lihui (who has served as an Independent Non-Executive Director for more than 9 years) as an Independent Non-Executive Director of the Company and to authorise the Board of Directors of the Company to fix the remuneration.
	4.	To re-appoint auditors and to authorise the Board of Directors of the Company to fix their remuneration.
	5.	To grant a general mandate to the Directors of the Company.
	6.	To approve the purchase by the Company of its own shares.
	7.	To extend the mandate in Ordinary Resolution 5.

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

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 notarially certified copy thereof must be delivered to the office of the 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, 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.