Tingyi Cayman Islands : PROXY FORM OF HOLDERS OF SHARES FOR USE AT THE ANNUAL GENERAL MEETING

REPLY SLIP

To: Tingyi (Cayman Islands) Holding Corp. (the "Company")

I/We(1)

of

(as shown in the register of members) being the registered holder(s) of(2)shares of US$0.005 each in the capital of

the Company, hereby inform the Company that I/We intend to attend (in person or by proxy) the Annual General Meeting of the Company to be held at the Conference Room, No. 1688 Wuzhong Road, Minhang District, Shanghai City, PRC at 10:00 a.m. on 3 June 2019.

Date:		Signature(s):
Notes:
1	Please insert full name(s) and address(es) (as shown in the register of members) in block capitals.
2	Please insert the number and class of shares registered in your name(s).
3	In order to be valid, this completed and signed reply slip shall be delivered to the Company at Suite 5607, 56/F, Central Plaza, 18 Harbour Road, Wanchai, Hong Kong on or before 29
	May 2019. This reply slip may be delivered to the Company by hand, by post, by cable or by facsimile.

TINGYI (CAYMAN ISLANDS) HOLDING CORP.

康 師 傅 控 股 有 限 公 司*

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 0322)

PROXY FORM OF HOLDERS OF SHARES FOR USE

AT THE ANNUAL GENERAL MEETING

The number of shares to which this proxy form relates (note 1)

I/We (note 2)

of

being the registered holder(s) of (note 3)

shares in Tingyi (Cayman Islands) Holding Corp. (the "Company"), HEREBY

APPOINT THE CHAIRMAN OF THE MEETING or (note 4)

as my/our proxy to attend and act for me/us at the Annual General Meeting of the Company to be held at the Conference Room, No. 1688 Wuzhong Road, Minhang District, Shanghai City, PRC at 10:00 a.m. on 3 June 2019 or at any adjournment thereof and in vote as such meeting or at any adjournment thereof in respect of the resolutions as hereunder indicated, or if no such indication is given, as my/our proxy thinks fit.

								For	Against
				Resolutions				(note 5)	(note 5)
1.	To receive and consider the audited accounts and the reports of the directors and auditors for the year ended
	31 December 2018
2.	To approve the payment of a final dividend for the year ended 31 December 2018
3.	To approve the payment of a special dividend for the year ended 31 December 2018.
4.	To re-elect Mr. Teruo Nagano as an executive Director and to authorize the Directors to fix his remuneration
5.	To re-elect Mr. Wei, Hong-Chen as an executive Director and to authorize the Directors to fix his remuneration
6.	To re-elect Mr. Hsu, Shin-Chun as an independent non-executive Director and to authorize the Directors to fix
	his remuneration
7.	To re-appoint auditors of the Company and authorise the directors to fix their remuneration
8.	To consider and approve the general mandate to issue shares
9.	To consider and approve the general mandate to buy back shares of the Company
10.	To consider and approve that the total number of shares which are bought back by the Company shall be added
	to the total number of shares which may be alloted pursuant to the general mandate for issue of shares
11.	To consider and approve the proposed amendment to the articles of association of the Company.
Dated this			day of		2019	Signature(s) (note 6):

Notes:

1Please insert the number of shares in the Company registered in your name(s) and to which this proxy form relates. If no such number is inserted, this form of proxy will be deemed to relate to all the shares in the Company registered in your name(s).

2Please insert the name(s) and address(es) (as shown in the register of member(s)) in block capital(s).

3Please insert the number of all the shares in the Company registered in your name(s).

4If any proxy other than the Chairman is preferred, strike out "the Chairman of the Meeting" and insert the name of the proxy desired in the space provided. Each shareholder is entitled to appoint one or more proxies to attend and vote at the Meeting. The proxy needs not be a member of the Company. Any alteration made to this form of proxy must be signed by the person who signs it.

5Important: if you wish to vote for any resolution, tick in the box marked "For". If you wish to vote against any resolution, tick in the box marked "Against". Failure to tick either box will entitle your proxy to cast your vote at his discretion.

6This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation or institution, either under the common seal or under the hand of any director or attorney duly authorised in writing.

7To be valid, this proxy form and, if such proxy form is signed by a person under a power of attorney or authority on behalf of the appointed, a notarially copy of that power of attorney or other authority, must be deposited at Suite 5607 56/F, Central Plaza, Wanchai, Hong Kong not less than 48 hours before the time appointed for the holding of the Meeting.

* For identification purposes only