Walnut Capital Limited — Proxy Solicitation & Information Statement 2018

Apr 23, 2018

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 Macau Jockey Club, 1/F Function Room, 1st Floor, China Merchants Tower, Shun Tak Centre, 168-200 Connaught Road Central, Hong Kong on Thursday, 7 June 2018 at 10:30 a.m. or any adjournment thereof.

I/We[(note a)]

of

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

ordinary shares of HK$0.01 each

to act as my/our proxy[(note c) ] at the Meeting to be helds at Macau Jockey Club, 1/F Function Room, 1st Floor, China Merchants Tower, Shun Tak Centre, 168-200 Connaught Road Central, Hong Kong on Thurday, 7 June 2018 at 10:30 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 t	ick ‘‘✓’’ in the appropriate boxes to indicate how you wish your vote(s) to be cast(note d).
	Ordinary Resolution	FOR	AGAINST
1.	To receive, consider and adopt the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors (the “Directors”) and the auditor of the Company for the year ended 31 December 2017.
2.	(a) To re-elect Mr. MUNG Bun Man, Alan as executive Director.	(a)	(a)
	(b) To re-elect Mr. POON Wai Hoi, Percy as independent non-executive Director.	(b)	(b)
	(c) To authorise the board of Directors (the “Board”) to fix the Directors’ remuneration.	(c)	(c)
3.	To appoint HLB Hodgson Impey Cheng Limited as the auditor of the Company and authorise the Board to fix its 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 24 April 2018 convening the Meeting.

Dated the Shareholder’s signature Notes:		day of	2018 (notes e, f, g and h)

• 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 of the Company, or his/her/its attorney duly authorised in writing, or if the shareholder of the Company 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.

PERSONAL INFORMATION COLLECTION STATEMENT

Your supply of your and your proxy’s (or proxies’) name(s) and address(es) is on a voluntary basis for the purpose of processing your request for the appointment of a proxy (or proxies) and your voting instructions for the Meeting of the Company (the ‘Purposes’). We may transfer your and your proxy’s (or proxies’) name(s) and address(es) to our agent, contractor, or third party service provider who provides administrative, computer and other services to us for use in connection with the Purposes and to such parties who are authorized by law to request the information or are otherwise relevant for the Purposes and need to receive the information. Your and your proxy’s (or proxies’) name(s) and address(es) will be retained for such period as may be necessary to fulfill the Purposes. Request for access to and/or correction of the relevant personal data can be made in accordance with the provisions of the Personal Data (Privacy) Ordinance and any such request should be in writing by mail to the Company/Tricor Secretaries Limited at the above address.

• for identification purposes only