WH Group Limited — AGM Information 2016

Apr 18, 2016

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WH GROUP LIMITED 萬洲國際有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 288)

Number of shares to which this form of proxy relates [(Note][1)]

FORM OF PROXY FOR THE ANNUAL GENERAL MEETING TO BE HELD ON MONDAY, MAY 23, 2016

I/We [(Note][1)]

of

being the registered holder(s) of [(Note][2)] shares of US$0.0001 each in the share capital of WH Group Limited (the “ Company ”) hereby appoint the Chairman of the meeting [(Note][3)] or of

as my/our proxy to attend, act and vote for me/us and on my/our behalf as directed below at the annual general meeting (the “ AGM ”) of the Company to be held at Diamond I, Level 3, The Ritz-Carlton Hong Kong, International Commercial Centre, 1 Austin Road West, Kowloon, Hong Kong on Monday, May 23, 2016 at 2:00 p.m. (and at any adjournment thereof). Please tick (“✓“) in the appropriate boxes to indicate how you wish your vote(s) to be cast on a poll [(Note][4)] .

			ORDINARY RESOLUTIONS
	1.		To receive, consider and adopt the audited consolidated financial statements of theCompany and its subsidiaries and the reports of the directors and auditor for the yearended December 31, 2015.
	2.		(a)To re-elect Mr. Guo Lijin as executive director of the Company;
			(b)To re-elect Mr. Zhang Taixi as executive director of the Company;
			(c)To re-elect Mr. Lee Conway Kong Wai as independent non-executive director of theCompany;
			(d)To re-elect Mr. Sullivan Kenneth Marc as executive director of the Company;
			(e)To re-elect Mr. You Mu as executive director of the Company;
	3.		To authorize the board of directors of the Company to fix the remuneration of all directorsof the Company.
	4.		To re-appoint Deloitte Touche Tohmatsu as auditor of the Company and to authorize theboard of directors of the Company to fix their remuneration.
	5.		To give a general mandate to the directors to repurchase shares of the Company notexceeding 10% of the aggregate nominal amount of the issued share capital of theCompany as at the date of passing of this resolution.
	6.		To give a general mandate to the directors to issue, allot and deal with additional shares ofthe Company not exceeding 20% of the aggregate nominal amount of the issued sharecapital of the Company as at the date of passing of this resolution.
	7.		To extend the general mandate granted to the directors to issue, allot and deal withadditional shares in the capital of the Company by the aggregate nominal amount of theshares repurchased by the Company.
	Date:		, 2016Signature(s) (Note 5)

Notes:

1. 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 of the Company registered in your name(s). If more than one proxy is appointed, the number of shares in respect of which each such proxy so appointed must be specified.

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

3. If any proxy other than the Chairman of the meeting is preferred, please strike out the words “the Chairman of the meeting” and insert the name and address of the proxy desired in the space provided. Any shareholder of the Company entitled to attend and vote at the AGM is entitled to appoint a proxy or, if holding two or more shares, more than one proxy to attend and vote instead of him. A proxy need not be a shareholder of the Company.

4. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, PLEASE TICK (“ ✓ “) THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST A RESOLUTION, PLEASE TICK (“ ✓ “) THE BOX MARKED “AGAINST”. If no direction is given, your proxy will vote or abstain at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the AGM other than those referred to in the notice convening the AGM.

5. This form of proxy must be signed by you or your attorney duly authorized in writing. In case of a corporation, the same must be either under its common seal or under the hand of an officer or attorney so authorized. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

6. In case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of votes of the other joint holder(s) and for this purpose seniority will be determined by the order in which the names stand in the Register of Members of the Company.

7. In order to be valid, this form of proxy, together with the power of attorney or other authority (if any) under which it is signed or a certified copy thereof, must be deposited at the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the AGM or any adjournment thereof.

8. Completion and delivery of the form of proxy will not preclude you from attending and voting at the AGM if you so wish.