Yusei Holdings Limited — Proxy Solicitation & Information Statement 2016

May 20, 2016

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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 ANNUAL GENERAL MEETING

I/ We[(1)] of[(1)]

being the registered holder(s) of[(2)] shares of HK$0.01 each 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 Annual General Meeting of the Company to be held at 4:00 p.m. on Thursday, 23 June 2016 at Lin Gang Industrial Zone, Henggengtou Village, Guali Town, Xiaoshan District, Hangzhou City, Zhejiang, China at 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) Against(4) To receive and consider the audited consolidated financial statements and reports of the Directors and Auditors for the year ended 31 December 2015. To declare a final dividend of RMB3.95 cents per share. (a) (i) To re-elect Mr. Toshimitsu Masuda as the Company’s director. (ii) To re-elect Mr. Lo Ka Wai as the Company’s director. (iii) To re-elect Mr. Fan Xiaoping as the Company’s director. (b) To authorise the board of directors to fix their remuneration. To re-appoint SHINEWING (HK) CPA Limited, the auditors of the Company, and authorise the Directors to fix their remuneration. To grant a general mandate to the Directors to issue, allot and deal with the Company’s additional shares. (a) To approve, an approximate sum of HK$2,024,000 being the amount standing to the credit of the Company’s reserves be capitalised to give effect to the bonus issue of ordinary shares (“Shares”) of HK$0.01 each in the capital of the Company pursuant to this resolution, and accordingly any one or more Directors be and is/are hereby authorised and directed to apply such sum in paying up in full at par such number of new Shares in the capital of the Company (“Bonus Shares”), which shall be issued, allotted and distributed, credited as fully paid up, to and amongst those shareholders whose names appear on the register of members of the Company on the close of business on 30 June 2016, Thursday (“Record Date”), (not being those shareholder(s) (the “Non-Qualifying Overseas Shareholder(s)”), whose address(es) as shown on the register of members of the Company on the Record Date to be outside the Hong Kong Special Administrative Region of the People’s Republic of China, to whom the board of Directors, after making enquiries, considers to be necessary or expedient on account either of legal restrictions under the laws of the relevant place or the requirements of the relevant body or stock exchange in that place not to extend the Bonus Issue) on the basis of one Bonus Share for every one existing issued Share in the share capital of the Company then held by them respectively on the Record Date provided the issue of Bonus Shares shall be subject to the articles of association of the Company and the Bonus Shares shall rank equally with the Shares then existing in all respects except that they will not rank for the proposed final dividend for the year ended 31 December 2015; and (b) the Directors be authorised to do all acts and things as may be necessary and expedient in connection with the allotment and issue of the Bonus Shares including, but not limited to, determining the Non-Qualifying Overseas Shareholder(s), the amount to be capitalised out of the Company’s reserves and the number of Bonus Shares to be issued, allotted and distributed in the manner referred to in paragraph (a) of this resolution. this day of 2016 Signature(s)(7)	Ordinary Resolutions For(4) Against(4) To receive and consider the audited consolidated financial statements and reports of the Directors and Auditors for the year ended 31 December 2015. To declare a final dividend of RMB3.95 cents per share. (a) (i) To re-elect Mr. Toshimitsu Masuda as the Company’s director. (ii) To re-elect Mr. Lo Ka Wai as the Company’s director. (iii) To re-elect Mr. Fan Xiaoping as the Company’s director. (b) To authorise the board of directors to fix their remuneration. To re-appoint SHINEWING (HK) CPA Limited, the auditors of the Company, and authorise the Directors to fix their remuneration. To grant a general mandate to the Directors to issue, allot and deal with the Company’s additional shares. (a) To approve, an approximate sum of HK$2,024,000 being the amount standing to the credit of the Company’s reserves be capitalised to give effect to the bonus issue of ordinary shares (“Shares”) of HK$0.01 each in the capital of the Company pursuant to this resolution, and accordingly any one or more Directors be and is/are hereby authorised and directed to apply such sum in paying up in full at par such number of new Shares in the capital of the Company (“Bonus Shares”), which shall be issued, allotted and distributed, credited as fully paid up, to and amongst those shareholders whose names appear on the register of members of the Company on the close of business on 30 June 2016, Thursday (“Record Date”), (not being those shareholder(s) (the “Non-Qualifying Overseas Shareholder(s)”), whose address(es) as shown on the register of members of the Company on the Record Date to be outside the Hong Kong Special Administrative Region of the People’s Republic of China, to whom the board of Directors, after making enquiries, considers to be necessary or expedient on account either of legal restrictions under the laws of the relevant place or the requirements of the relevant body or stock exchange in that place not to extend the Bonus Issue) on the basis of one Bonus Share for every one existing issued Share in the share capital of the Company then held by them respectively on the Record Date provided the issue of Bonus Shares shall be subject to the articles of association of the Company and the Bonus Shares shall rank equally with the Shares then existing in all respects except that they will not rank for the proposed final dividend for the year ended 31 December 2015; and (b) the Directors be authorised to do all acts and things as may be necessary and expedient in connection with the allotment and issue of the Bonus Shares including, but not limited to, determining the Non-Qualifying Overseas Shareholder(s), the amount to be capitalised out of the Company’s reserves and the number of Bonus Shares to be issued, allotted and distributed in the manner referred to in paragraph (a) of this resolution. this day of 2016 Signature(s)(7)	Ordinary Resolutions For(4) Against(4) To receive and consider the audited consolidated financial statements and reports of the Directors and Auditors for the year ended 31 December 2015. To declare a final dividend of RMB3.95 cents per share. (a) (i) To re-elect Mr. Toshimitsu Masuda as the Company’s director. (ii) To re-elect Mr. Lo Ka Wai as the Company’s director. (iii) To re-elect Mr. Fan Xiaoping as the Company’s director. (b) To authorise the board of directors to fix their remuneration. To re-appoint SHINEWING (HK) CPA Limited, the auditors of the Company, and authorise the Directors to fix their remuneration. To grant a general mandate to the Directors to issue, allot and deal with the Company’s additional shares. (a) To approve, an approximate sum of HK$2,024,000 being the amount standing to the credit of the Company’s reserves be capitalised to give effect to the bonus issue of ordinary shares (“Shares”) of HK$0.01 each in the capital of the Company pursuant to this resolution, and accordingly any one or more Directors be and is/are hereby authorised and directed to apply such sum in paying up in full at par such number of new Shares in the capital of the Company (“Bonus Shares”), which shall be issued, allotted and distributed, credited as fully paid up, to and amongst those shareholders whose names appear on the register of members of the Company on the close of business on 30 June 2016, Thursday (“Record Date”), (not being those shareholder(s) (the “Non-Qualifying Overseas Shareholder(s)”), whose address(es) as shown on the register of members of the Company on the Record Date to be outside the Hong Kong Special Administrative Region of the People’s Republic of China, to whom the board of Directors, after making enquiries, considers to be necessary or expedient on account either of legal restrictions under the laws of the relevant place or the requirements of the relevant body or stock exchange in that place not to extend the Bonus Issue) on the basis of one Bonus Share for every one existing issued Share in the share capital of the Company then held by them respectively on the Record Date provided the issue of Bonus Shares shall be subject to the articles of association of the Company and the Bonus Shares shall rank equally with the Shares then existing in all respects except that they will not rank for the proposed final dividend for the year ended 31 December 2015; and (b) the Directors be authorised to do all acts and things as may be necessary and expedient in connection with the allotment and issue of the Bonus Shares including, but not limited to, determining the Non-Qualifying Overseas Shareholder(s), the amount to be capitalised out of the Company’s reserves and the number of Bonus Shares to be issued, allotted and distributed in the manner referred to in paragraph (a) of this resolution. this day of 2016 Signature(s)(7)
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	Dated	this	day of	2016 Signature(s)(7)

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS . 2. CompanyPlease insertregisteredthe numberin yourof sharesname(s).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 share capital of the 3. inIf anythe proxyspace provided. Anyother than the Chairmanshareholderof maythe meetingappointisonepreferred,or morestrikeproxiesouttotheattendwordsand,“theonChairmana poll, voteof insteadthe meetingof him. A proxyor” and insertneedthenotnamebe aandshareholderaddress ofofthetheproxyCompany.desired 4. appropriate IMPORTANT: boxIfmarkedyou wish“ AGAINST to vote for”. Failureany of tothetickresolutions,a box will tickentitlein yourthe appropriateproxy to castboxyourmarkedvote at“ FOR his discretion.”. If you wishYour toproxyvotewillagainstalso beanyentitledof the toresolutions,vote at histickdiscretionin the on any resolution properly put to the meeting other than those referred to above.

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

3. 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 of such share as if he were solelyentitledthe registerthereto,in respectbut if ofmoresuchthanshareoneshallof suchalonejointbe holdersentitledbeto presentvote in respectat the meeting,thereof. in person or by proxy, that one of the said persons so present whose name stands first on 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 must he completed and lodged with the Company’s Hong Kong branch share registrar, Computershare Hong Kong Investor Services Limited of 17M floor, Hopewell Centre, 183 Queen’swill not precludeRoad East,shareholdersHong Kong,fromnot lessattendingthan 48thehoursmeetingbeforeandthevotingtime inappointedperson iffortheyholdingso wish.the meeting or adjourned meeting. Completion and return of the form of proxy 8. Attendants should bear their own travelling, accommodation and other expenses.

* for identification only