Good Friend : PROXY FORM FOR ANNUAL GENERAL MEETING 2016

09E160230509Proxy.indd GOOD FRIEND INTERNATIONAL HOLDINGS INC.

友佳國際控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2398) PROXY FORM FOR ANNUAL GENERAL MEETING 2016

I/We(note 1) of being the registered holder(s) of shares (note2) of HK$0.01 each in the capital of Good Friend International Holdings Inc. ("the Company") HEREBY APPOINT THE CHAIRMAN OF THE MEETING or(note 3) of as my/our proxy to attend and vote for me/us and on my/our behalf at the Annual General Meeting (or at any adjournment thereof) of the Company to be held at 35th Floor, Central Plaza, 18 Harbour Road, Wanchai, Hong Kong on Thursday, 2 June 2016 at 11:00 a.m. for the purpose of considering the businesses as set out in the notice convening the meeting and at the meeting (or at any adjournment thereof) to vote for me/us in my/our name(s) in respect of the proposed resolutions in the manner as hereunder indicated or, if no such indication is given, as my/our proxy thinks fit.

ORDINARY RESOLUTIONS			For (note 4)	Against (note 4)
1.	To receive and consider the financial statements and the report of the directors and independent auditor's report for the year ended 31 December 2015.
2.	To declare a final dividend of RMB0.03 (equivalent to approximately HK$0.036) per ordinary share for the year ended 31 December 2015.
3.	(a)	To re-elect Mr. Chen Hsiang-Jung as an executive director of the Company.
	(b)	To re-elect Mr. Chen Min-Ho as an executive director of the Company.
	(c)	To re-elect Mr. Chiu Rung-Hsien as an executive director of the Company.
	(d)	To authorize the board of directors of the Company to fix the remuneration of directors for the year ended 31 December 2015.
4.	To re-appoint Deloitte Touche Tohmatsu as auditor of the Company and to authorize the board of directors to fix their remuneration (Ordinary Resolution in item 4 of the notice of annual general meeting).
5.	To grant a general mandate to the board of directors to repurchase shares of the Company (Ordinary Resolution in item 5 of the notice of annual general meeting).
6.	To grant a general mandate to the board of directors to allot and issue new shares of the Company (Ordinary Resolution in item 6 of the notice of annual general meeting).
7.	To extend the general mandate granted to the directors to issue new shares of the Company (Ordinary Resolution in item 7 of the notice of annual general meeting).
8.	To approve the adoption of the New Share Option Scheme as defined in the circular of the Company dated 29 April 2016 (Ordinary Resolution in item 8 of the notice of annual general meeting).

Dated the day of 2016 Signature (note5)

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS. The name of all joint registered holders should be stated. A member entitled to attend and vote at the meeting is entitled to appoint a proxy or more than one proxy (for member holding two or more shares) to attend and, on a poll, to vote in his/her stead. A proxy need not be a member of the Company.

2. Please insert the number of shares registered in your name(s) to which the proxy relates. If no number is inserted, this proxy form 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, strike out the words "THE CHAIRMAN OF THE MEETING or" and insert the name and address of the proxy desired in the space provided. The proxy need not be a member of the Company but must attend the meeting in person to represent you. ANY ALTERATION MADE TO THIS PROXY FORM MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

4. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, PUT A "✓" IN THE BOX MARKED "FOR" BESIDE THE APPROPRIATE RESOLUTION. IF YOU WISH TO VOTE AGAINST A RESOLUTION, PUT A "✓" IN THE BOX MARKED "AGAINST" BESIDE THE APPROPRIATE RESOLUTION. Failure to do

   so will entitle your proxy to vote or abstain at he/she thinks fit. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the meeting other than those referred to in the notice convening the meeting.

5. This proxy form 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 duly authorised.

6. In the case of joint holders the vote of a senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holder(s), and for this purpose seniority will be determined by the order in which the names stand in the register of members.

7. To be valid, this proxy form, together with any 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 share registrar 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 appointed for the holding of the meeting or any adjournment thereof.

8. Completion and delivery of the proxy form will not preclude you from attending and voting at the meeting if you so wish.

PERSONAL INFORMATION COLLECTION STATEMENT

1. "Personal Data" in this statement has the same meaning as "personal data" in the Personal Data (Privacy) Ordinance, Chapter 486 of the Laws of Hong Kong ("PDPO").

2. Your Personal Data is supplied to the Company on a voluntary basis. Failure to provide sufficient information may render the Company not able to process your instructions and/or request as stated in this proxy form.

3. Your Personal Data may be disclosed or transferred by the Company to its subsidiaries, the share registrar, and/or other companies or bodies for any of the stated purposes including for the use of processing and conducting the shareholder meetings, and retained for such period as may be necessary for verification and record purposes.

4. You have the right to request access to and/or correction of your Personal Data in accordance with the provisions of the PDPO. Any such request for access to and/or correction of your Personal Data should be in writing and sent to the Personal Data Privacy Officer of the Company's branch share registrar.