Walnut Capital Limited — Proxy Solicitation & Information Statement 2016

Apr 27, 2016

GLOBAL MASTERMIND CAPITAL LIMITED 環球大通投資有限公司[*]

(Incorporated in the Cayman Islands and continued in Bermuda with limited liability)

(Stock Code: 905)

FORM OF PROXY

Form of proxy for use by the shareholders of Global Mastermind Capital Limited (the ‘‘Company’’) at the annual general meeting (the ‘‘Meeting’’) to be convened at Meeting Room (Soho 2), 6/F, ibis Hong Kong Central & Sheung Wan Hotel, No. 28 Des Voeux Road West, Sheung Wan, Hong Kong on Friday, 3rd June 2016 at 10:15 a.m. or any adjournment thereof.

I/We[(note a)]

of

being the registered holder(s) of[(note b)]

ordinary shares of HK$0.01 each

in the share capital of the Company hereby appoint THE CHAIRMAN OF THE MEETING[(note b)] or of

to act as my/our proxy[(note c) ] at the Meeting to be held at Meeting Room (Soho 2), 6/F, ibis Hong Kong Central & Sheung Wan Hotel, No. 28 Des Voeux Road West, Sheung Wan, Hong Kong on Friday, 3rd June 2016 at 10:15 a.m. or any adjournment thereof on the resolutions referred to in the notice convening the Meeting (the “Notice”), or if no such indication is given, as my/our proxy thinks fit.

Please tick ‘‘✓’’ in the appropriate boxes to indicate how you wish your vote(s) to be cast[(note d)] .

Please	tick ‘‘✓’’ in the appropriate boxes to indicate how you wish your vote(s) to be cast(note d).
	Ordinary Resolution	FOR	AGAINST
1.	To receive and adopt the audited financial statements of the Company and its subsidiaries for the year ended 31st December 2015 and the report of the directors of the Company (the “Directors”) and the auditors of the Company thereon.
2.	(a) To re-elect Mr. Mung Bun Man, Alan as an executive Director.	(a)	(a)
	(b) To re-elect Mr. Man Kong Yui as an independent non-executive Director.	(b)	(b)
	(c) To authorize the board of Directors (the “Board”) to fix the remuneration of the Directors.	(c)	(c)
3.	To re-appoint HLB Hodgson Impey Cheng Limited as the auditors of the Company and authorize the Board 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 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 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 Meeting.

Full text of the above resolutions is set out in the Notice dated 28 April 2016 convening the Meeting.

Dated the day of 2016 Shareholder’s signature[(notes e, f, g and h)] Notes:

• a Full name(s) and address(es) are to be inserted in BLOCK CAPITALS LETTERS .

• b Please insert the number of Shares registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all the Shares registered in your name(s). c A proxy need not be a member of the Company. If you wish to appoint some person other than the Chairman of the Meeting as your proxy, please delete the words ‘‘THE CHAIRMAN OF THE MEETING or’’ and insert the name and address of the person appointed proxy in the space provided.

d If you wish to vote for any of the resolutions set out above, please tick (‘‘✓’’) the boxes marked ‘‘for’’. If you wish to vote against any resolutions, please tick (‘‘✓’’) The boxes marked ‘‘against’’. If this form returned is duly signed but without specific direction on any of the proposed resolutions, the proxy will vote or abstain at his/her/its discretion in respect of all resolutions; or if in respect of a particular proposed resolution there is no specific direction, the proxy will, in relation to that particular proposed resolution, vote or abstain at his/her/its discretion. A Proxy will also be entitled to vote at his/her/its discretion on any resolution properly put to the Meeting other than those set out in the notice convening the Meeting.

e In the case of a joint holding, this form of proxy may be signed by any joint holder, but if more than one joint holder is present at the Meeting, whether in person or by proxy, that one of the joint holder whose name stands first on the register of members of the Company in respect of the relevant joint holding shall alone be entitled to vote in respect thereof.

• f The form of proxy must be signed by a Shareholder, or his/her/its attorney duly authorised in writing, or if the Shareholder is a corporation, either under its common seal or under the hand of an officer or attorney so authorised.

• g To be valid, this form of proxy together with any power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power or authority must be deposited at the Hong Kong branch share registrar and transfer office of the Company, Tricor Secretaries Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time of the Meeting or any adjournment thereof.

• h Any alteration made to this form should be initialled by the person who signs the form.

• For identification purposes only