YGM Trading Limited — Proxy Solicitation & Information Statement 2017

Mar 28, 2017

YGM TRADING LIMITED

(incorporated in Hong Kong with limited liability)

(Stock Code: 00375)

FORM OF PROXY FOR USE

AT THE EXTRAORDINARY GENERAL MEETING

I/We (note 1)

of

............................................... being the registered holder(s) of (note 2)

ordinary shares in the share capital of YGM Trading Limited (the “ Company ”) hereby appoint ( note 3 ) the Chairman

of the Meeting or

of

to act as my/our proxy to attend, act and vote on my/our behalf as directed below at the extraordinary general meeting of the Company (the “ Meeting ”) to be held at 22 Tai Yau Street, San Po Kong, Kowloon, Hong Kong on Wednesday, 19 April, 2017 at 11:30 a.m. and at any adjournment thereof for the purpose of considering and, if thought fit, with or without amendment or modification passing the resolutions set out in the notice convening the Meeting (the “ Notice ”) dated 28 March 2017.

Please indicate with a “ 3 ” in the space provided below on how you wish your vote(s) to be cast on a poll. Should this form of proxy be returned duly signed but without a specific indication, the proxy will vote or abstain at his own discretion.

ORDINARY RESOLUTION	FOR	AGAINST
To approve, confrm and ratify the Disposal Agreement (as defned in the circular of the Company dated 28 March 2017) and the transactions contemplated thereunder. (The full text of the resolution is set out in the Notice.)

Dated this day of 2017 Signature(s)

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS. The name of all joint registered holders should be stated.

2. Please insert the number of ordinary shares of the Company to which this form of proxy relates in the space provided. If a number is inserted, this form of proxy will be deemed to relate only to those shares. If no number is inserted, this form of proxy will be deemed to relate to all ordinary shares of the Company registered in your name(s) (whether alone or jointly with others).

3. If any proxy other than the Chairman of the Meeting is preferred, delete the words “the Chairman of the Meeting or” and insert the name and address of the proxy desired in BLOCK CAPITALS in the space provided. The proxy need not be a member of the Company. If a proxy is attending the Meeting on your behalf, such proxy shall produce his/her own identity paper.

4. Any member entitled to attend and vote at the Meeting is entitled to appoint more than one proxy to attend and on a poll, vote in his stead. A proxy need not be a member of the Company.

5. If a legal representative is appointed to attend the Meeting, such legal representative shall produce his/her own identity paper and a certified true copy of the resolution of the board of directors or other governing body of the corporation appointing the legal representative.

6. In the case of joint holders, the vote of the most senior holder who tenders a vote, whether present in person or by proxy, will be accepted to the exclusion of the vote(s) of the other joint holder(s), and for this purpose seniority shall be determined by the order in which the names appear in the register of members in respect of the joint holding and this form of proxy must be signed by the member whose name appears first on the register of member of the Company.

7. This form of proxy must be signed by the appointor or his attorney duly authorised in writing, or if such appointor be a corporation, either under its common seal or under the hand of an officer or attorney duly authorised.

8. To be valid, this form of proxy together with any power of attorney or any other authority (if any) under which it is signed or a notarially certified copy of power of authority must be despatched at the registered office of the Company at 22 Tai Yau Street, San Po Kong, Kowloon, Hong Kong by not later than 48 hours before the time for holding the Meeting or any adjournment thereof (as the case may be).

9. Any alteration made in this form of proxy should be initialled by the person who signs it. Completion and return of this form of proxy shall not preclude you from attending and voting in person at the Meeting should you so wish.

10. The Notice is set out in the circular of the Company dated 28 March 2017.