Walnut Capital Limited — AGM Information 2014

May 23, 2014

MASTERMIND CAPITAL LIMITED 慧德投資有限公司[*]

(Incorporated in the Cayman Islands with limited liability) (Stock Code: 905)

Proxy form for use at the Annual General Meeting to be held on Wednesday, 25 June 2014 at 11:00 a.m. (and at any adjournment thereof)

I/We [(Note][1)] of being the registered holder(s) of shares [(Note][2)] of HK$0.025 each in the capital of Mastermind Capital Limited (the “Company”), HEREBY APPOINT THE CHAIRMAN OF THE MEETING or [(Note][3)] of as my/our proxy to attend the annual general meeting of the Company to be held at Units 2606A-2608, 26th Floor, Island Place Tower, 510me/usKing’sas indicatedRoad, Northbelow,Point,and ifHongno suchKongindicationon Wednesday,is given,25asJunemy/our2014proxyat 11:00thinksa.m.fit, [(Note] and at [4)] .any adjournment thereof, and vote for

	ORDINARY RESOLUTIONS		FOR (Note 4)		AGAINST (Note 4)
1.	To receive and consider the Audited Financial Statements, the Report of the
	Directors and the Independent Auditor’s report for the year ended 31 December
	2013.
2.	(i) To re-elect Mr. CHEE Man Sang, Eric as an executive Director.
	(ii) To re-elect Mr. MUNG Bun Man, Alan as an executive Director.
	(iii) To re-elect Ms. YU	Tin Yan, Winnie as an independent non-executive
	Director.
	(iv) To authorise the Directors to fix the remuneration of the Directors.
3.	To re-appoint BDO Limited as Auditor of the Company and authorise the
	Directors to fix their remuneration.
4.	To grant a general mandate to the Directors to allot, issue and deal with
	additional shares of the Company pursuant to ordinary resolution numbered 4 of
	the notice of the annual general meeting.
5.	To give a general mandate	to the Directors to repurchase shares of the Company
	pursuant to ordinary resolution numbered 5 of the notice of the annual general
	meeting.
6.	To extend the general mandate granted to the Directors to issue new shares of the
	Company pursuant to ordinary resolution numbered 6 of the notice of the annual
	general meeting.
Dated		2014 Shareholder’s 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$0.025 each registered in your name(s). If no number is inserted, the proxy form will be deemed to relate to all the shares of the Company registered in your name(s).

2. If any proxy other than the Chairman is preferred, please strike out “ THE CHAIRMAN OF THE MEETING or” and insert the name and address of the proxy desired in the space provided.

3. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, PLEASE TICK THE BOX MARKED “FOR” BESIDE THE APPROPRIATE RESOLUTION. IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, PLEASE TICK THE BOX MARKED “AGAINST” BESIDE THE APPROPRIATE RESOLUTION. Failure to complete any or all boxes will entitle your proxy to cast his votes on the relevant resolutions 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 in the notice convening the meeting.

4. This proxy form must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, this proxy form must be under its common seal or under the hand of an officer or attorney duly authorised.

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

6. To be valid, this proxy form together with the power of attorney or other authority (if any) under which it is signed, or certified copy thereof, must be lodged with the principal place of business of the Company in Hong Kong at Units 2606A-2608, 26th Floor, Island Place Tower, 510 King’s Road, North Point, Hong Kong not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof.

7. Any member of the Company entitled to attend and vote at the meeting shall be entitled to appoint more than one proxy to attend and vote instead of him. A proxy need not be a member of the Company but must attend the meeting in person to represent you.

8. Completion and deposit of the proxy form will not preclude you from attending and voting at the meeting if you so wish. 10. The description of this resolution is by way of summary only. The full text appears in the notice of annual general meeting. 11. Any alteration made to this proxy form must be initialled by the person who signs it.

* for identification purpose only