Yusei Holdings Limited — Proxy Solicitation & Information Statement 2018

May 24, 2018

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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 3:00 p.m. on Saturday, 23 June 2018 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.

				PROXYFORMFORUSEATTHEANNUALGENERALMEETING	PROXYFORMFORUSEATTHEANNUALGENERALMEETING	PROXYFORMFORUSEATTHEANNUALGENERALMEETING
				d holder(s) of(2)shares of HK$0.01 each in the share capital of Yusei Holdings Limited (the “Company”). HEREBairman of the meeting or
				act for me/us and on my/our behalf at the Annual General Meeting of the Company to be held at 3:00 p.m. on Saturday, 23 June 2018 at Lin Gannggengtou Village, Guali Town, Xiaoshan District, Hangzhou City, Zhejiang, China at any adjournment thereof and to vote for me/us and in my/ouf such resolutions as indicated below and, if no such indication is given, as my/our proxy thinks fit.
				Ordinary ResolutionsFor(4)Against(4)
	1.	To receivefor the ye		and consider the audited consolidated financial statements and reports of the Directors and Auditorsar ended 31 December 2017.
	2.	To declar		e a final dividend of RMB1.98 cents per share.
	3.	(a)T		o re-elect Mr. Katsutoshi Masuda as the Company’s director.
		(b)T		o re-elect Mr. Toshimitsu Masuda as the Company’s director.
		(c)T		o authorise the board of directors to fix their remuneration.
	4	To re-electhan 9 yeremunera		t Mr. Lo Ka Wai (who has served as an independent non-executive director of the Company for morears) as an independent non-executive director of the Company and to authorise the Board to fix histion.
	5.	To re-apptheir rem		oint SHINEWING (HK) CPA Limited, the auditors of the Company, and authorise the Directors to fixuneration.
	6.	To grant a		general mandate to the Directors to issue, allot and deal with the Company’s additional shares.
	7.	(a)TCHDndire(nshSmlaexcaSeqdi		o approve, an approximate sum of HK$809,600 being the amount standing to the credit of theompany’s reserves be capitalised to give effect to the bonus issue of ordinary shares (“Shares”) ofK$0.01 each in the capital of the Company pursuant to this resolution, and accordingly any one or moreirectors be and is/are hereby authorised and directed to apply such sum in paying up in full at par suchumber of new Shares in the capital of the Company (“Bonus Shares”), which shall be issued, allotted andstributed, credited as fully paid up, to and amongst those shareholders whose names appear on thegister of members of the Company on the close of business on 4 July 2018, Wednesday (“Record Date”),ot being those shareholder(s) (the “Non-Qualifying Overseas Shareholder(s)”), whose address(es) asown on the register of members of the Company on the Record Date to be outside the Hong Kongpecial Administrative Region of the People’s Republic of China, to whom the board of Directors, afteraking enquiries, considers to be necessary or expedient on account either of legal restrictions under thews of the relevant place or the requirements of the relevant body or stock exchange in that place not totend the Bonus Issue) on the basis of one Bonus Share for every five existing issued Share in the sharepital of the Company then held by them respectively on the Record Date provided the issue of Bonushares shall be subject to the articles of association of the Company and the Bonus Shares shall rankually with the Shares then existing in all respects except that they will not rank for the proposed finalvidend for the year ended 31 December 2017; and
		(b)thwNth(a		e Directors be authoriith the allotment andon-Qualifying Overseae number of Bonus Sha) of this resolution.	sed to do all acts and things as may be necessary and expedient in connection issue of the Bonus Shares including, but not limited to, determining thes Shareholder(s), the amount to be capitalised out of the Company’s reserves andres to be issued, allotted and distributed in the manner referred to in paragraph
	Dated Notes:1.2.3.4.5.6.7.8.			dayof	2018Signature(s)(7)

* for identification only