SUNDART HOLDINGS LIMITED

承達集團有限公司

(incorporated under the laws of British Virgin Islands with limited liability)

(Stock code: 1568) FORM OF PROXY FOR THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON 25 JULY 2017 (OR AT ANY ADJOURNMENT THEREOF)

I/We (Note 1) of being the registered holder(s) of shares(s) (Note 2) of no par value of SUNDART HOLDINGS LIMITED 承達集團 有限公司 (the "Company"), HEREBY APPOINT (Note 3) THE CHAIRMAN OF THE MEETING, or

of as my/our proxy to attend the extraordinary general meeting of the Company (the "EGM") to be held at Room 03-05, 11/F, Millennium City 3, 370 Kwun Tong Road, Kowloon, Hong Kong on Tuesday, 25 July 2017 at 10:00 a.m. (or at any adjournment thereof) for the purposes of considering and, if thought fit, passing the resolutions as set out in the notice convening the EGM (the "Notice") and to vote for me/us and in my/our name(s) in respect of the resolution as indicated below at the EGM (or at any adjournment thereof).

ORDINARY RESOLUTION

FOR (Note 4)

AGAINST (Note 4)

(a)

(b)

To approve the Equity Transfer Agreement (as defined in the circular dated 30 June 2017) and the Amended Deed (as defined in the circular dated 30 June 2017).

To authorise any one director of the Company on behalf of the Company, do all such acts and sign, seal, execute and deliver all such documents and take all such actions as he may consider necessary or desirable for the purpose of or in connection with or to give effect to the Equity Transfer Agreement, the Amended Deed and the transactions contemplated thereunder.

Dated this day of 2017 Signature (Note 5)

Notes:

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

  2. Please insert the number of shares of the Company 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 of the Company registered in your name(s).

  3. If any proxy other than the chairman of the meeting is preferred, please strike out "THE CHAIRMAN OF THE MEETING, or" and insert the name and address of the proxy desired in the space provided. The proxy needs not be a member of the Company but must attend the EGM in person to represent you. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

  4. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION, TICK THE APPROPRIATE BOX MARKED "FOR". IF YOU WISH TO VOTE AGAINST THE RESOLUTION, TICK THE APPROPRIATE BOX MARKED "AGAINST". Failure to complete any or all the boxes will entitle your proxy to cast your votes at his/her discretion or to abstain from voting. Your proxy will also be entitled to vote at his/her discretion on any resolution(s) properly put to the EGM other than those referred to in the Notice.

  5. 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 executed under its common seal or under the hand of an officer or attorney or other person duly authorised.

  6. Where there are joint registered holders of any share(s), any one of such persons may vote at the EGM, either personally or by proxy, in respect of such share(s) as if he/she were solely entitled thereto, but if more than one of such joint holders is present at the EGM, personally or by proxy, then the holder so present whose name stands first on the register in respect of such share(s) shall alone be entitled to vote in respect thereof.

  7. To be valid, this form of proxy, together with the power of attorney or other authority (if any) under which it is signed or a certified copy thereof, must be deposited at the Company's branch share registrar in Hong Kong, 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 EGM (or at any adjournment thereof).

  8. Completion and return of the form of proxy shall not preclude shareholders from subsequently attending and voting in person at the EGM or at any adjournment thereof (as the case may be) should you so wish, and in such event, the authority given to the proxy shall be deemed to be revoked.

Sundart Holdings Ltd. published this content on 29 June 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 29 June 2017 08:54:09 UTC.

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