Vietnam Manufacturing and Export Processing (Holdings) Limited — Proxy Solicitation & Information Statement 2017

Apr 28, 2017

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Vietnam Manufacturing and Export Processing (Holdings) Limited 越南製造加工出口（控股）有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code:422)

FORM OF PROXY

FORM OF PROXY FOR ANNUAL GENERAL MEETING OF VIETNAM MANUFACTURING AND EXPORT PROCESSING (HOLDINGS) LIMITED TO BE HELD AT ROOMS 4 & 5, 10/F., UNITED CENTRE, 95 QUEENSWAY, ADMIRALTY, HONG KONG AT 10:00 A.M. ON TUESDAY, 27 JUNE 2017 AND AT ANY ADJOURNMENT THEREOF.

I/We [(Note 1)]

of

being the registered holder(s) of [(Note 2) ]

shares of HK$0.01 each in the capital of Vietnam Manufacturing and Export

Processing (Holdings) Limited (the “Company”), HEREBY APPOINT [(Note 3) ] of

or failing him, the Chairman of the meeting as my/our proxy to attend the annual general meeting (the “Annual General Meeting”) of the Company to be held at Rooms 4 & 5, 10/F., United Centre, 95 Queensway, Admiralty, Hong Kong at 10:00 a.m. on Tuesday, 27 June 2017 and at any adjournment thereof, for the purpose of considering the resolutions as set out in the Notice convening the Annual General Meeting and to vote for me/us as hereunder indicated, or if no such indication is given, as my/our proxy thinks fit.

Please mark “√” in the appropriate boxes to indicate how you wish your proxy to vote [(Note 4)] :

	Ordinary Resolutions	Ordinary Resolutions	Ordinary Resolutions	For	Against
1.	To receive and consider the audited consolidated financial statements of the Company and its subsidiaries for the year ended 31 December 2016 together with the reports of the directors (the “Directors”) of the Companyand the independent auditor thereon.
2.	(a) To re-elect Mr. Liu Wu Hsiungas an executive Director.
	(b) To re-elect Mr. Lu Tien Fu as an executive Director.
	(c) To re-elect Mr. Chou Ken Yuan as an executive Director.
	(d) To re-elect Mr. Chiu YingFengas a non-executive Director.
	(e) To authorise the board of Directors to fix the remuneration of all the Directors for the year ending31 December 2017.
3.	To re-appoint Messrs. KPMG as the auditor of the Company until the conclusion of the next general meetingof the Companyand to authorise the board of Directors to fix its remuneration.
4.	(A) To grant a general mandate to the Directors to allot, issue and deal with additional shares not exceeding20% of the total number of issued shares of the Company.
	(B) To grant a general mandate to the Directors to repurchase shares not exceeding 10% of the total number of issued shares of the Company.
	(C) To extend the authority given to the Directors pursuant to ordinary resolution no. 4(A) to issue additional shares by adding the number of shares repurchased under ordinary resolution no. 4(B).
Dated this		day of	, 2017 Signature_(Note 5)_

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS .

2. Please insert the number of shares of HK$0.01 each registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all the shares in the capital of the Company registered in your name(s).

3. Please insert the name and address of the proxy desired. If no name is inserted, the Chairman of the meeting will act as your proxy. A proxy need not be a member of the Company but must attend the meeting in person to represent you.

4. IMPORTANT : If you wish to vote for any of the resolutions, tick in the appropriate box marked “For”. If you wish to vote against any of the resolutions, tick in the appropriate box marked “Against”. Failure to tick a box will entitle your proxy to cast your vote in respect of such resolution 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 above.

5. This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, either under its seal or under the hand of an officer, attorney or other person authorised to sign the same.

6. In the case of joint holders of any share, any one of such holders 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 is present at the meeting personally or by proxy, the holder whose name stands first in the register of members of the Company shall alone be entitled to vote in respect of that share.

7. To be valid, this form of proxy and the power of attorney or other authority, if any, under which it is signed or a certified copy of that power or authority, must be deposited with the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-16, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong not less than 48 hours before the time appointed for holding the Annual General Meeting (i.e. before 10:00 a.m. on Sunday, 25 June 2017) or any adjourned meeting thereof. Delivery of an instrument appointing a proxy shall not preclude a member from attending and voting in person at the meeting convened and in such event, the instrument appointing a proxy shall be deemed to be revoked.

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

9. Completion and return of this form of proxy will not preclude you from attending in person and voting at the Annual General Meeting if you so wish. In such event, this form of proxy will be deemed to have been revoked.

10. The Company reserves the right to treat any form of proxy which has been incorrectly completed in some manner which (at its absolute discretion) is not material as being valid.