Yip's Chemical Holdings Limited — Proxy Solicitation & Information Statement 2012

Apr 20, 2012

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(the ‘Company’)

PROXY FORM for the Annual General Meeting of 25 May 2012

I/We[(1)] of being the registered holder(s) of[(2)] shares of HK$0.10 each in the capital of the Company hereby appoint the Chairman of the Meeting, or[(3)]

as my/our proxy to attend and vote for me/us and on my/our behalf at the Annual General Meeting of the Company (and at any adjournment thereof) to be held at 3:00 p.m. on Friday, 25 May 2012 at Monaco Room, B1, Regal Hong Kong Hotel, 88 Yee Wo Street, Causeway Bay, Hong Kong and to vote in respect of the following resolutions as indicated:

	ORDINARY RESOLUTIONS	FOR(4)	AGAINST(4)
1.	to approve the audited consolidated financial statements and the reports of the directors of the Company(the “Directors”) and the independent auditors of the Company (the “Auditors”) for the year ended 31December 2011
2.	to approve the final dividend for the year ended 31 December 2011 of HK12.0 cents per share (eacha “Share”) of HK$0.10 each in the capital of the Company by way of a scrip dividend scheme (“ScripDividend Scheme”) with an option to elect to receive wholly or partly an allotment and issue of Sharescredited as fully paid in lieu of cashpayment
3.	to re-appoint Messrs. Deloitte Touche Tohmatsu as the Auditors and to authorise the board of Directorsto fix their remuneration
4.	(a)to re-elect Mr. IpChi Shingas a non-executive Director of the Company
	(b)to re-elect Mr. YipTsz Hin as an executive Director of the Company
	(c)to re-elect Mr. NgSiu Pingas a non-executive Director of the Company
	(d)to re-elect Mr. TongWui Tungas a non-executive Director of the Company
	(e)to re-elect Mr. Au-YeungTsan Pong, Davie as an independent non-executive Director of the Company
	(f)to re-elect Mr. Ku Yuen Fun as an independent non-executive Director of the Company
5.	to re-elect Mr. WongKongChi as an independent non-executive Director of the Company
6.	to authorise the board of Directors to fix the Directors’ remuneration
7.	to grant the general mandate to the Directors to issue or otherwise deal with unissued shares of the Companyup to a maximum of 20% of the issued share capital of the Company (the “General Allotment Mandate”)as set out in item 7 of the Notice of Annual General Meetingdated 23 April 2012
8.	to grant the repurchase mandate to the Directors to repurchase shares of the Company up to a maximumof 10% of the issued share capital of the Company (the “Repurchase Mandate”) as set out in item 8 ofthe Notice of Annual General Meetingdated 23 April 2012
9.	to approve the addition to the General Allotment Mandate the number of shares repurchased by theCompany under the Repurchase Mandate (the “General Extension Mandate”) as set out in item 9 of theNotice of Annual General Meetingdated 23 April 2012
10.	to approve the adoption of New Share Option Scheme and the termination of Existing ShareOption Scheme as set out in item 10 of the Notice of Annual General meetingdated 23 April 2012

Dated , 2012 Signature[(5)(6)(7)(8)]

(Full name in block capitals)

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). If no number is inserted, this form of proxy will be deemed to relate to all the shares in the Company registered in your name(s).

3. If you wish to appoint a proxy other than the Chairman of the Meeting, please strike out “the Chairman of the Meeting” and insert the name and address of the person you wish to appoint in the space provided. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT. A proxy needs not be a member of the Company.

4. IMPORTANT : If you wish to vote for any resolution, please indicate with an “x” in the appropriate space marked “For” beside the resolution. If you wish to vote against any resolution, please indicate with an “x” in the appropriate space marked “Against” beside the resolution. In the absence of any such indication, the proxy will vote for or against the resolution or will abstain at his/her discretion. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the Annual General Meeting other than those referred to in the Notice convening the Annual General Meeting.

5. In the case of joint shareholders, the vote of the senior who renders a vote, whether in person or by proxy, shall be accepted to the exclusion of the vote(s) of other joint holder(s) and for this purpose seniority shall be determined by the order in which the names stand in the register of members.

6. The form of proxy must be signed by you or your attorney duly authorised in writing. In the case of a corporation, this form must be executed under seal or under the hand of an officer or attorney duly authorised.

7. To be valid, this form of proxy together with the valid power of attorney or other authority (if any) under which it is signed or a notarially certified copy thereof must be deposited at the head office and principal place of business of the Company at Yip’s Chemical Building, 13 Yip Cheong Street, On Lok Tsuen, Fanling, New Territories, Hong Kong as soon as possible and in any event not later than 48 hours before the time appointed for the Annual General Meeting or any adjournment thereof.

8. Completion and delivery of the form of proxy will not preclude you from attending and voting at the meeting if you so wish. In such event, the form of proxy will be deemed to have been revoked.