Universal Technologies Holdings Limited — Proxy Solicitation & Information Statement 2016

Nov 29, 2016

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 EXTRAORDINARY GENERAL MEETING TO BE HELD ON FRIDAY, 16 DECEMBER 2016 OR ANY ADJOURNMENT THEREOF

I/We[1]

of

being the registered holder(s) of[2]

shares (“ Shares ”) of HK$0.01 each in the

capital of Universal Technologies Holdings Limited (the “ Company ”), HEREBY APPOINT THE CHAIRMAN OF THE EGM (as defined below)[3] or of

or failing him/her

of

as my/our proxy to attend and act for me/us and on my/our behalf at the extraordinary general meeting of the Company to be held at Room A & B2, 11th Floor, Guangdong Investment Tower, No. 148 Connaught Road Central, Sheung Wan, Hong Kong on Friday, 16 December 2016 at 11:00 a.m. and at any adjournment thereof (the “ EGM ”) for the purpose of considering and, if thought fit, passing the ordinary resolution as set out in the notice convening the EGM and at the EGM to vote for me/us and in my/our name(s) in respect of such resolution as hereunder indicated, and, if no such indication is given, as my/our proxy thinks fit.

proxy thinks fit.
ORDINARY RESOLUTION	FOR4		AGAINST4
To approve, confirm, and ratify the conditional sale and purchase
agreement (the “Sale and Purchase Agreement”) dated 2 November 2016
entered into entered into between Universal Cyberworks International Ltd.
(a wholly-owned subsidiary of the Company) (as vendor) and Brilliant
Dragon Investment Limited (as purchaser) in relation to the sale and
purchase of 51% of the issued share capital of International Payment
Solutions Holdings Limited and the simultaneous assignment of the Net
Shareholders Loans (as defined in the circular of the Company dated 30
November 2016) in accordance with the terms and conditions of the Sale
and Purchase Agreement, and the transactions contemplated thereunder
and to authorize the directors of the Company (the “Directors”) to execute
all such documents, instruments, agreements and deeds and do all such
acts, matters and things as they may consider necessary, desirable or
expedient for the purposes of or in connection with implementing,
completing and giving effect to the Sale and Purchase Agreement and the
transactions contemplated thereunder, and to agree to such variations,
amendments or waiver of any such documents which are, in the opinion
of the Directors, in the interest of the Company and its shareholders as a
whole.

Signature(s)[5]

Date

Notes:

1. Full name(s) and address(es) must be inserted in BLOCK CAPITALS . The names of all joint registered holders should be stated.

2. Please insert the number of Shares registered in your name(s) to which this proxy relates. If no number is inserted, this proxy form will be deemed to relate to all Shares registered in your name(s).

3. If any proxy other than the Chairman of the EGM is preferred, strike out “the Chairman of the EGM or” and insert the name and address of the proxy desired in the space provided. ANY ALTERATION MADE TO THIS PROXY FORM MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

4. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, PLEASE TICK THE APPROPRIATE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST A RESOLUTION, TICK THE BOX MARKED “AGAINST”. If no direction is given, the proxy will be entitled to vote as he thinks fit. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the EGM other than those referred to in the notice convening the EGM.

5. This proxy form must be signed by you, or your attorney duly authorised in writing or, if you are a corporation, must either be executed under the common seal or under the hand of an officer, attorney or the person duly authorised. If this proxy form is signed by an attorney of a member, the power of attorney or other authority (if any) under which it is signed must be notarised.

6. To be valid, this completed and signed proxy form and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy thereof, must be lodged at Hong Kong Registrars Limited, the Company’s branch share register and transfer office in Hong Kong, whose address is 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, as soon as possible and in any event not less than 48 hours before the time for holding of the EGM or any adjournment thereof (as the case may be).

7. Identification documents must be shown by member(s) or proxy(ies) to attend the EGM.

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

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

10. Where there are joint holders of any Shares, any one of such persons may vote at the EGM either personally, or by proxy, in respect of such Shares as if he were solely entitled thereto, and if more than one of such joint holders are present at the EGM personally or by proxy, the joint holder whose name stands first at the register of members of the Company in respect of the relevant joint holding shall alone be entitled to vote.