GTI : Form of Proxy for Annual General Meeting

GTI HOLDINGS LIMITED

共 享 集 團 有 限 公 司

(Incorporated in the Cayman Islands with limited liability) (Provisional Liquidators appointed for Restructuring Purposes)

(Stock code: 3344)

Form of Proxy for Annual General Meeting

I/We,1

of

being holder(s) of2

shares of HK$0.01 each in the capital of GTI HOLDINGS LIMITED

(the "Company") hereby appoint3 the Chairman of the meeting or

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 to be held at 5 Kent Road, Kowloon Tong, Hong Kong on Friday, 16 October 2020 at 10:00 a.m. or at any adjournment thereof in respect of the resolutions set out in the notice convening the said meeting as hereunder indicated, and, if no such indication is given, as my/our proxy thinks fit:

			ORDINARY RESOLUTIONS		FOR4	AGAINST5
1.	To receive and consider the audited consolidated financial statements of the Company and the
	reports of the directors and auditors for the year ended 31 December 2019.
2.	(a)	To re-elect Mr. Poon Sum as an executive director of the Company;
	(b)	To re-elect Mr. Huang Bin as an executive director of the Company;
	(c)	To re-elect Mr. Sui Fuxiang as a non-executive director of the Company;
	(d)	To re-elect Mr. Chan Shu Kin as an independent non-executive director of the Company;
		and
	(e)	To authorise the remuneration committee of the Company to fix their remuneration.
3.	To re-appoint ZHONGHUI ANDA CPA Limited as auditors and to authorise the board of
	directors to fix their remuneration.
4.	(A)	To grant to the directors a general mandate to allot, issue and otherwise deal with the
		shares of the Company not exceeding 20% of the total number of shares of the Company
		in issue as at the date of this resolution.
	(B)	To grant to the directors a general mandate to exercise the power of the Company to
		repurchase its own shares not exceeding 10% of the total number of shares of the
		Company in issue as at the date of this resolution.
	(C)	To include the number of shares repurchased by the Company to the number of shares of
		the Company which may be allotted and issued by the Directors under the general
		mandate granted to the directors under Resolution No. 4(A).
Dated this		day of		2020

Signature(s)6

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS.
2. Please insert the number of shares registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all the shares in the capital of the Company registered in your name(s).
3. If any proxy other than the Chairman of the meeting is preferred, delete the words "the Chairman of the meeting 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. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, TICK THE BOX MARKED "FOR". IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, TICK THE BOX MARKED "AGAINST". Failure to tick a box will entitle your proxy to cast vote at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the meeting other than those referred to in the notice convening the meeting.
5. 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 notarially certified copy of such power or authority, must be deposited at the Company's branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the 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 either be executed under its common seal or under the hand of an officer or attorney or other person duly authorized.
7. Where there are joint registered holders of any share, any one of such persons may vote at the meeting, either personally or by proxy, in respect of such share as if he were solely entitled thereto, but if more than one of such joint holders is present at the meeting, personally or by proxy, then one of the said persons so present whose name stands first on the register in respect of such share shall alone be entitled to vote in respect thereof.
8. The proxy need not be a member of the Company but must attend the meeting in person to represent you.