GRAND MING GROUP HOLDINGS LIMITED

佳 明 集 團 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1271) PROXY FORM FOR USE AT THE ANNUAL GENERAL MEETING TO BE HELD ON 26 JULY 2017 AT 10:00 A.M.

I/We(Note 1) of being the registered holder(s) of shares (note2) of HK$0.01 each in the share capital of Grand Ming Group Holdings Limited (the "Company"), hereby appoint the Chairman of the Annual General Meeting or (note3) of or failing him

of to act as my/our proxy (note4) at the Annual General Meeting of the Company to be held at Function Room 1, 38/F, Holiday Inn Express Hong Kong Soho, 83 Jervois Street, Sheung Wan, Hong Kong on Wednesday, the 26th day of July 2017 at 10 a.m. and at any adjournment thereof for the purpose of considering and, if though fit, passing the resolutions set out in the notice conveying the said meeting and to vote on my/our behalf as indicated below.

Please make a mark in the appropriate boxes to indicate how you wish your vote(s) to be cast on a poll (note5) .

Ordinary Resolutions

For

Against

1.

To receive and approve the audited financial statements and the reports of the directors and independent auditor for the year ended 31 March 2017;

2.

To declare a final dividend of HK4.0 cents per share for the year ended 31 March 2017;

3.

(A) To re-elect the following retiring directors:

(I) Mr. Lau Chi Wah;

(II) Mr. Tsui Ka Wah; and

(III) Mr. Mok Kwai Pui Bill;

(B) To authorise the board of directors of the Company (the "Board") to fix the directors' remuneration;

4.

To re-appoint BDO Limited as auditor of the Company to hold office from the conclusion of this meeting until the conclusion of the next annual general meeting and to authorise the Board to fix their remuneration; and

5.

(A) To approve the bonus issue of shares on the basis of one (1) bonus share for every ten (10) existing shares of the Company held on 3 August 2017

(B) To grant a general unconditional mandate to the directors to repurchase shares in the Company not exceeding 10% of the total number of shares of the Company in issued as at the date of the passing of the relevant resolution

(C) To grant a general unconditional mandate to the directors to allot, issue or otherwise deal with additional shares in the Company not exceeding 20% of the total number of shares of the Company in issued as at the date of the passing of the relevant resolution

(D) Conditional upon resolutions 5(B) and 5(C) being passed, the general unconditional mandate granted to the directors to allot, issue or otherwise deal with additional shares of the Company pursuant to resolution 5(C) be extended by the addition thereto of an amount representing the aggregate nominal amount of the share capital of the Company repurchased by the Company under the authority granted pursuant to resolution 5(B)

Date Signature (note6)

Notes:

  1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS. The names of all joint registered holders should be stated.

  2. Please insert the number of shares of the Company (the "Shares") registered in your name(s) to which the proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all the Shares in the share capital of the Company registered in your name(s).

  3. If any proxy other than the Chairman 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. IF YOU DO NOT STRIKE OUT THE WORDS "THE CHAIRMAN OF THE ANNUAL GENERAL MEETING OR" AND YOUR PROXY HAS NOT ATTENDED THE ANNUAL GENERAL MEETING OR IF NO NAME IS INSERTED, THE CHAIRMAN OF THE ANNUAL GENERAL MEETING WILL ACT AS YOUR PROXY. ANY ALTERATION MADE TO THIS PROXY FORM MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

  4. Any member entitled to attend and vote at the Annual General Meeting is entitled to appoint in written form one or if he is the holder of two or more shares, more than one proxy to attend and vote instead of him. A proxy need not be a member of the Company but must attend the Annual General Meeting in person to represent you.

  5. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTIONS SET OUT ABOVE, PLEASE TICK ("") THE BOX MARKED "FOR" BESIDE THE APPROPRIATE RESOLUTION. IF YOU WISH TO VOTE AGAINST ANY OF THE RESOLUTIONS, PLEASE TICK ("") THE BOX MARKED "AGAINST" BESIDE THE APPROPRIATE RESOLUTION. Failure to complete any or all

    boxes will entitle your proxy to cast his votes on the relevant resolution at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the Annual General Meeting other than those referred to in the notice convening the Annual General Meeting.

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

  7. Where there are joint registered holders of Shares, any one of such joint holders may vote at the Annual General Meeting, either personally or by proxy, in respect of such Shares as if he/she were solely entitled thereto; but if more than one of such joint holders are present at the Annual General Meeting personally or by proxy, then one of the said persons so present whose name stands first on the register of members of the Company in respect of such Shares shall alone be entitled to vote in respect thereof.

  8. To be valid, this proxy form, together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy thereof, must be deposited at the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong not less than 48 hours before the time of the Annual General Meeting or any adjournment thereof.

  9. Completion and return of the form of proxy will not preclude you from attending and voting in person at the Annual General Meeting or any adjournment thereof if you so wish.

PERSONAL INFORMATION COLLECTION STATEMENT

"Personal Data" in this statement has the same meaning as "personal data" defined in the Personal Data (Privacy) Ordinance, Chapter 486 of the Laws of Hong Kong ("PDPO"), which include your and your proxy's name and address. Your supply of the Personal Data is on a voluntary basis and for the purpose of processing your instructions as stated in this Proxy Form (the "Purposes"). If you fail to supply sufficient information, the Company may not be able to process your instructions. The Company may disclose or transfer the Personal Data to its subsidiaries, its Share Registrar and/or third party service provider who provides administrative, computer and other services to the Company for use in connection with the Purposes and to such parties who are authorised by law to request the information or are otherwise relevant for the Purposes and need to receive the information. The Personal Data will be retained for such period as may be necessary to fulfil the Purposes (including for verification and record purposes). Request for access to and/or correction of the Personal Data can be made in accordance with the provisions of the PDPO and any such request should be in writing and sent to the Privacy Compliance Officer of Tricor Investor Services Limited at the above address.

Grand Ming Group Holdings Ltd. published this content on 26 June 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 26 June 2017 10:49:06 UTC.

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