Ngai Shun : Form of Proxy for Use at the Annual General Meeting (or at Any Adjournment Thereof)

Ngai Shun Holdings Limited

毅 信 控 股 有 限 公 司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 1246)

FORM OF PROXY FOR USE AT THE ANNUAL GENERAL MEETING (OR AT ANY ADJOURNMENT THEREOF)

I/We (Note 1),

of being the registered holder(s) of (Note 2) ordinary share(s) of HK$0.025 each in the capital of Ngai Shun Holdings Limited (the ''Company'') hereby appoint the chairman of the annual general meeting of the Company, 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 of the Company (the ''Meeting'') to be held at Units 4202-03, 42nd Floor, The Center, 99 Queen's Road Central, Hong Kong on 29 September 2017 (Friday) at 11 : 00 a.m. and at any adjournment thereof for the purpose of considering and, if thought fit, passing the ordinary resolutions as set out in the notice convening the Meeting as indicated below or if no such indication is given, as my/our proxy thinks fit and in respect of any other business that may properly come before the Meeting and/or at any adjournment thereof:

ORDINARY RESOLUTIONS (Note4)		FOR (Note 5)	AGAINST (Note 5)
1.	To receive, consider and adopt the audited consolidated financial statements and the reports of the directors and auditor of the Company for the year ended 31 March 2017.
2.	To re-appoint Zenith CPA Limited as the auditor of the Company and to authorise the board of directors of the Company to fix its remuneration.
3.	(a) To re-elect Mr. Dai Dong Xing as an executive director;
(b) To re-elect Mr. Mock Wai Yin as an executive director;
(c) To re-elect Dr. Wong Yun Kuen as an executive director;
	(d) To re-elect Mr. Zhang Sheng Hai as an executive director;
	(e) To re-elect Mr. Chui Kwong Kau as a non-executive director;
	(f) To re-elect Mr. Chai Chi Man as an independent non-executive director;
(g) To re-elect Mr. Xu Liang Wei as an independent non-executive director;
(h) To re-elect Mr. Wang Zhe as an independent non-executive director;
(i) To re-elect Mr. Hua Shan as an independent non-executive director; and
(j) To authorise the board of directors to fix the remunerations of the directors.
4.	To grant a general mandate to the directors of the Company to allot, issue and deal with additional shares not exceeding 20% of the issued share capital of the Company as at the date of passing this resolution.
5.	To grant a general mandate to the directors of the Company to repurchase shares not exceeding 10% of the issued share capital of the Company as at the date of passing this resolution.
6.	To extend the general mandate granted to the directors of the Company to allot, issue and deal with additional shares in the share capital of the Company by an amount not exceeding the amount of the shares repurchased by the Company.
7.	To approve the refreshment of 10% scheme mandate limit under the share option scheme adopted by the Company on 22 September 2013.

Dated this day of 2017 Signature (Note6):

Notes:

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

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

3. If any proxy other than the chairman is preferred, please strike out ''the Chairman of the annual general meeting of the Company, or'' and insert the name and address of the proxy desired in the space provided. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON(S) WHO SIGN(S) IT.

4. The description of these resolutions is by way of summary only. The full text appears in the notice of convening the Meeting.

5. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION, TICK THE BOX MARKED ''FOR''. IF YOU WISH TO VOTE AGAINST THE RESOLUTION, TICK THE BOX MARKED ''AGAINST''. Failure to tick either box will entitle your proxy to cast your vote or abstain at his discretion. Your proxy will also be entitled to vote or abstain at his discretion on any resolution properly put to the Meeting and/or at any adjournment thereof other than those referred to in the notice convening the Meeting.

6. This form of proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or, if the appointor is a corporation, either under its seal or under the hand of an officer, attorney or other person authorised to sign the same. In the case of this form of proxy purporting to be signed on behalf of a corporation by an officer thereof it shall be assumed, unless the contrary appears, that such officer was duly authorised to sign this form on behalf of the corporation without further evidence of the fact.

7. Any member entitled to attend and vote at the Meeting of the Company is entitled to appoint another person as his proxy to attend and vote instead of him. A member may appoint a proxy in respect of part only of his holding of shares in the Company. A proxy need not be a member of the Company.

8. This form of proxy and (if required by the board of directors of the Company) the power of attorney or other authority (if any) under which it is signed, or a certified copy of such power or authority, shall be delivered to the office of the Hong Kong branch share registrar and transfer office of the Company, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong not less than forty-eight (48) hours before the time appointed for holding the meeting or adjourned meeting at which the person named in this form proposes to vote or, in the case of a poll taken subsequently to the date of the meeting or adjourned meeting, not less than forty-eight (48) hours before the time appointed for the taking of the poll and in default this form of proxy shall not be treated as valid.

9. Delivery of this form of proxy shall not preclude a member from attending and voting in person at the Meeting convened and in such event, this form of proxy shall be deemed to be revoked.

10. Where there are joint holders of any share any one of such joint holders may vote, either in person or by proxy, in respect of such share as if he were solely entitled thereto, but if more than one of such joint holders be present at the meeting the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.

11. The notice of the Meeting is set out in the Company's circular dated 31 August 2017.