Yusei Holdings Limited — Proxy Solicitation & Information Statement 2014

Apr 14, 2014

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YUSEI HOLDINGS LIMITED 友成控股有限公司*

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 96)

PROXY FORM FOR USE AT THE EXTRAORDINARY GENERAL MEETING

I/We[(1)]

of[(1)] being the registered holder(s) of[(2)] shares of HK$0.01 each (the “ Shares ”) in the share capital of Yusei Holdings Limited (the “ Company ”). HEREBY APPOINT[(3)] the Chairman of the meeting or of

as my/our proxy to act for me/us and on my/our behalf at the Extraordinary General Meeting of the Company to be held at Lin Gang Industrial Zone, Henggengtou Village, Guali Town, Xiaoshan District, Hangzhou City, Zhejiang Province, the PRC on Wednesday, 7 May 2014 at 3:00 p.m. or any adjournment thereof and to vote for me/us and in my/our name(s) in respect of such resolutions as indicated below and, if no such indication is given, as my/our proxy thinks fit.

			Ordinary Resolutions		For(4)	For(4)	Against(4)	Against(4)
1.	(a)	To approve, confirm and ratify the conditional subscription agreement (the
		“Subscription Agreement”) dated 22 January 2014 (as amended and
		supplemented by the supplemental agreement to the Subscription Agreement
		dated 21 March 2014 (the “Supplemental Agreement”)) between Mr. Xu
		Yong, Mr. Manabu Shimabayashi, Mr. Wang Dehong, Mr. Li Yuquan, Mr. Shen
		Jinjiang, Mr. Yu Mingqi, Mr. Li Qunjin, Mr. Liu Haishu and Mr. Chen Gang
		(collectively, the	“Subscribers”) and the	Company relating to the
		subscription of Shares by the Subscribers and the Supplemental Agreement;
	(b)	To approve the specific mandate to be granted to the directors of the
		Company (the “Directors”) to exercise the power to deal			with the
		subscription shares pursuant to the Subscription Agreement			and the
		Supplemental Agreement;
	(c)	To authorise any one Director to implement and/or effect the transactions
		contemplated under the Subscription Agreement and the Supplemental
		Agreement for and	on behalf of the Company.
2.	To approve the waiver (the “Whitewash Waiver”) under Note 1 of the				Notes on
	dispensations from Rule 26 of The Code on Takeovers and Mergers waiving the
	obligation of Mr. Xu Yong and Mr. Xu Yue to make a general offer for the securities of
	the Company and to authorise any one Director to implement any of the matters
	relating to or incidental to the Whitewash Waiver.

Date: Signature[(5)] :

Date:	Signature (5):
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 sharesin the share capital of the Company registered in your name(s).
3.	If any proxy other than the Chairman of the meeting is preferred, strike out the words “the Chairman of the meeting or” and insert the name andaddress of the proxy desired in the space provided. Any shareholder may appoint one or more proxies to attend and, on a poll, vote instead of him.A proxy need not be a shareholder of the Company. Any alteration made to this proxy form must be initialed by the person(s) who sign(s) it.
4.	IMPORTANT: If you wish to vote for any of the resolutions, tick in the appropriate box marked “FOR”. If you wish to vote against any of theresolutions, tick in the appropriate box marked “AGAINST”. Failure to tick a box will entitle your proxy to cast your vote at his discretion. Yourproxy will also be entitled to vote at his discretion on any resolution properly put to the meeting other than those referred to above.
5.	This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, either under its common sealor under the hand of an officer or attorney duly authorised.
6.	Where there are joint registered holders of any share, any one of such persons may vote at the meeting, either in person or by proxy, in respect ofsuch share as if he were solely entitled thereto, but if more than one of such joint holders be present at the meeting, in person or by proxy, that oneof the said persons so present whose name stands first on the register in respect of such share shall alone be entitled to vote in respect thereof.
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 suchpower or authority must he completed and lodged with the Company’s Hong Kong branch share registrar, Computershare Hong Kong InvestorServices Limited of 17M floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong, not less than 48 hours before the time appointed for holdingthe meeting or adjourned meeting. Completion and return of the form of proxy will not preclude shareholders from attending the meeting andvoting in person if they so wish.
8.	Attendants should bear their own travelling, accommodation and other expenses.
9.	Completion and deposit of this proxy form will not preclude you from attending and voting at the meeting or any adjournment thereof if you sowish.

• For identification purposes only