Winfull Group Holdings Limited — Proxy Solicitation & Information Statement 2017

Apr 27, 2017

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 183)

FORM OF PROXY FOR THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON WEDNESDAY, 17 MAY 2017

I/We,[(1)]

of

being the registered holder(s) of[(2)] ordinary shares of HK$0.01 each (each a “ Share ”) in the share capital of Winfull Group Holdings Limited (the “ Company ”), HEREBY APPOINT[(3)] the chairman of the extraordinary general meeting or of

as my/our proxy to attend for me/us at the extraordinary general meeting (the “ EGM ”) or any adjournment thereof (as the case may be) of the Company to be held at 7/F, Wheelock House, 20 Pedder Street, Central, Hong Kong, on Wednesday, 17 May 2017 at 9:30 a.m. or at any adjournment thereof (as the case may be) to vote on my/our behalf in respect of the undermentioned resolution as indicated below or, if no such indication is given, as my/our proxy thinks fit.

	ORDINARY RESOLUTIONS (11) For (4)	ORDINARY RESOLUTIONS (11) For (4)	ORDINARY RESOLUTIONS (11) For (4)	Against (4) 2017
	1. To approve: (a) the sale and purchase agreement dated 14 March 2017 and entered into between the Company, Alpha Easy Limited and Mr. Pong Wilson Wai San (the “Vendor”) in relation to the acquisition (the “Acquisition”) of Flexwood Limited; (b) the allotment and issue of 2,409,635,668 Shares (the “Consideration Shares”) to the Vendor, credited as fully paid, as consideration for the Acquisition; and (c) any one or more directors (the “Directors”) of the Company be authorised to allot and issue the Considerations Shares and to do such act and things as he/she/they may consider(s) necessary or expedient for the purpose of giving effect to the Acquisition.
	2. To approve the application of the Whitewash Waiver as set out in the Notice of EGM
	Signature (5):	Dated this	day of

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS . 2. Please insert the number of shares registered in your name(s) to which this form of proxy relates. 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).

2. If any proxy other than the chairman of the extraordinary general meeting is preferred, please delete the words “the chairman of the extraordinary general meeting or” and insert the name and address of the proxy desired in the space provided. Any alteration made to this form of proxy must be initialed by the person(s) who sign(s) it.

3. Please indicate with an “✔” in the appropriate space beside the resolution how you wish the proxy to vote on your behalf. If this form is returned duly signed, but without any indication, the proxy will vote for or against the resolution or will abstain, at his discretion.

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

5. In the 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 the votes of the other joint holders. For this purpose, seniority is determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.

6. 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 Company’s branch share registrar and transfer office in Hong Kong, Tricor Tengis Limited (the “ HK Registrar ”) at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours (i.e. 9:30 a.m. on Monday, 15 May 2017) before the time appointed for the holding the above meeting or any adjournment meeting thereof.

7. A proxy need not be a member of the Company but must attend the relevant meeting in person to represent you.

8. The chairman of the EGM will demand a poll on the resolution submitted for determination at the above meeting. On a poll, every member present in person or by a duly authorized corporate representative or by proxy shall have one vote for every share held by him/her.

9. Completion and return of this form will not preclude you from attending and voting in person at the above meeting and/or any adjournment thereof and in such event, this form of proxy shall be deemed to be revoked.

10. The description of the resolutions is by way of summary only. Please refer to the notice of extraordinary general meeting dated 28 April 2017 for the full text of the resolutions.

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 extraordinary general 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 fulfil 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 or the HK Registrar at the above address.