YNBY International Limited — Proxy Solicitation & Information Statement 2013

Jan 14, 2013

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ABC COMMUNICATIONS (HOLDINGS) LIMITED

(incorporated in Bermuda with limited liability)

(Stock Code: 30)

Form of proxy for use at the Annual General Meeting of the Company (or at any adjournment thereof)

I/We[1]

of

being the registered holder(s) of[2] shares of HK$0.01 each in the capital of ABC Communications (Holdings) Limited (the “ Company ”), HEREBY APPOINT the Chairman of the Annual General Meeting or[3]

of

to act as my/our proxy at the Annual General Meeting of the Company to be held at Basement 2 (B2), The Wharney Guang Dong Hotel, 57-73 Lockhart Road, Wanchai, Hong Kong on Monday, 18 February 2013 at 10:00 a.m. and at any adjournment thereof and on a poll to vote on my/our behalf in respect of resolutions proposed under the numbered items in the Notice of Annual General Meeting as directed below:

					For4	Against4
1.	To receive and adopt the audited financial statements and reports			of the directors
	of the Company (“Directors”) and auditors for the financial year ended 31 March
	2012.
2.	(a)To re-elect Mr. Choy Kai Chung, Andy as Director.
	(b) To re-elect Mr. Lau Kevin as Director.
	(c)To re-elect Mr. Lee Ho Yiu, Thomas as Director.
	(d) To re-elect Mr. Zhang Guang Hui as Director.
	(e)To re-elect Mr. Chen Haoyun, Jordy as Director.
3.	To authorize the board of Directors (the “Board”) to fix the remuneration of each
	of the Directors.
4.	To re-appoint auditors of the Company and to authorize the Board to fix their
	remuneration.
5.	To give a general mandate to the Directors to issue shares not exceeding 20% of
	the existing issued share capital of the Company.
6.	To give a general mandate to the Directors to repurchase shares in the Company
	not exceeding 10% of the existing issued share		capital of the Company.
7.	To give a general mandate to the Directors to add the shares which are purchased
	by the Company pursuant to Resolution No. 6 to the aggregate nominal amount
	of the shares which may be issued pursuant to		Resolution No. 5.

Dated

Signature[5]

Notes:

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

2. Please insert the number of shares of HK$0.01 each 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 any proxy other than the Chairman of the Annual General Meeting is preferred, strike out the words “the Chairman of the Annual General Meeting or” and insert the name and address of the proxy desired in the space provided. Your proxy need not be a member of the Company, but must attend the Annual General Meeting in person to represent you. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON(S) WHO SIGN(S) IT.

4. IMPORTANT: IF YOU WISH TO VOTE “FOR” ANY OF THE MATTERS, TICK IN THE BOX MARKED “FOR”. IF YOU WISH TO VOTE “AGAINST” ANY OF THE MATTERS, TICK IN THE BOX MARKED “AGAINST”. Failure to tick either box will entitle your proxy to cast your vote at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the meeting other than those referred to in the notice convening the meeting.

5. This form of proxy must be in writing under your hand or of your attorney duly authorized in writing or, in case of a corporation either under its common seal or under the hand of an officer or attorney as authorized.

6. 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 holder(s), and for this purpose, seniority will be determined by the order in which the names stand in the register of members.

7. To be valid, this form of proxy and the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power or authority shall be deposited at the Company’s Registrars, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong not less than 48 hours before the time appointed for the holding of the meeting or any adjourned meeting.

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