MIKO INTERNATIONAL HOLDINGS LIMITED

Ϸࣸ਷ყછٰϞࠢʮ̡

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1247)

Proxy Form for the Extraordinary General Meeting to be held on 12 March 2021

(or at any adjournment thereof)

Number of shares to which this proxy form relates1

I/We2,

(name) of

(address) being the registered holder(s) ofMiko International Holdings Limited (the "Company") HEREBY APPOINT3

(name) of (address)

or failing him/her, THE CHAIRMAN OF THE EXTRAORDINARY GENERAL MEETING ("EGM") of the Company to act as my/our proxy to attend and vote for me/us and on my/our behalf at the EGM to be held at 3rd Floor, Redkids Office Building, No. 168 Chong Rong Street, Economic Technology Development Zone, Quanzhou City, Fujian Province, China on Friday, 12 March 2021 at 11:00 a.m. and at any adjournment thereof. I/We direct that my/our vote(s) be cast on the specified resolutions as indicated by an " " in the appropriate boxes. In the absence of any indication, the proxy may vote in respect of that resolution at his/her discretion.

Ordinary Resolutions

For4

Against4

1.

THAT subject to and conditional upon, among other things, the Listing Committee of The Stock Exchange of Hong Kong Limited (the "Stock Exchange") granting approval for the listing of, and permission to deal in, the Consolidated Shares (as defined below) in issue, with effect from the second business day immediately following the day of passing of this resolution, being a day on which the shares of the Company are traded on the Stock Exchange:

  • (a) every ten (10) issued and unissued shares of HK$0.01 each in the share capital of the Company be consolidated into one (1) share of HK$0.10 each (each a "Consolidated Share"), and such Consolidated Share(s) shall rank pari passu in all respects with each other and have the rights and privileges and be subject to the restrictions in respect of ordinary shares contained in the memorandum of association and bye-laws of the Company (the "Share Consolidation");

  • (b) all fractional Consolidated Shares resulting from the Share Consolidation will be disregarded and will not be issued to holders of the same but all such fractional Consolidated Shares will be aggregated and, if possible, sold for the benefit of the Company in such manner and on such terms as the directors of the Company (the "Director(s)") may think fit; and

  • (c) the Directors be and are hereby authorised to do all such acts, deeds and things and to effect all necessary actions as they may consider necessary or desirable in order to effect, implement and complete any and all of the foregoing.

2.

THAT subject to the passing of resolution 1 as set out in the notice of the EGM,

  • (a) the placing agreement dated 23 February 2021 (the "Placing Agreement"), (a copy of which is produced to the EGM and signed by the chairman of the EGM for identification purpose), entered into between the Company as issuer and HK Monkey Securities Limited ("HK Monkey") as placing agent in relation to the placing of up to 19,680,000 new ordinary shares of HK$0.10 each (the "Share(s)") in the share capital of the Company (the "Placing Shares") at the placing price of HK$0.48 per Share and the transactions contemplated thereunder be and are hereby approved, confirmed and ratified; and

  • (b) conditional upon, among other things, the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the Placing Shares, the Directors be and are hereby granted a specific mandate to exercise all the powers of the Company to allot and issue the Placing Shares, subject to and in accordance with the terms and conditions set out in the Placing Agreement. This specific mandate so granted is in addition to, and shall not prejudice nor revoke any general or specific mandate(s) which has/ have been granted or may from time to time be granted to the Directors by the shareholders of the Company at, before or after the passing of this resolution; and

  • (c) any one Director be and is hereby authorised to sign, execute, perfect and deliver all such documents and deeds, and do all such acts, matters and things as are, in the opinion of such Director, desirable or expedient to give effect to the Placing Agreement, all the transactions contemplated thereunder and/or any matter ancillary or incidental thereto (including without limitation the allotment and issue of the Placing Shares pursuant thereto), to agree to such variations, amendments or waivers to or of any of the provisions of the Placing Agreement and all documents ancillary or incidental thereto as are, in the opinion of such director of the Company, not of a material nature and in the interest of the Company, and to effect or implement any other matter referred to in this resolution.

Dated this

day of,

2021

Shareholder's signature5:

Contact Telephone No.:

Notes:

  • 1. If no number is inserted, this proxy form will be deemed to relate to all the shares registered in the name of the holder appearing in this proxy form.

  • 2. Please insert full name(s) and address(es) in BLOCK CAPITALS as shown in the register of the Company.

  • 3. Please insert the name and address of the proxy. If no name is inserted, the chairman of the meeting will act as your proxy. A shareholder may appoint one or more proxies to attend the meeting and vote for him/her. ANY ALTERATION MADE TO THIS PROXY FORM MUST BE INITIALED BY THE PERSON WHO SIGNS IT. The proxy needs not be a shareholder of the Company, but must attend the meeting (or any adjournment thereof) to represent you.

  • 4. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, TICK ( ) IN THE RELEVANT BOX BELOW THE BOX MARKED "FOR". IF YOU WISH TO VOTE AGAINST A RESOLUTION, TICK ( ) IN THE RELEVANT BOX BELOW THE BOX MARKED "AGAINST". Failure to tick either box in respect of a resolution will entitle your proxy to cast your vote(s) in respect of that resolution at his/her discretion or to abstain from voting. Your proxy will also be entitled to vote at his/her discretion or to abstain from voting 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 a shareholder of the Company or its/his/her agent duly authorised in writing or, in the case of a corporation, must either be executed under its common seal or signed by an officer or agent duly authorised in writing.

  • 6. In order to be valid, this completed proxy form, together with the power of attorney or other authority (if any) under which it is signed or a certified copy of that power of attorney or authority (such certification to be made by either a notary public or a solicitor qualified to practice in Hong Kong), must be lodged on Company's Hong Kong share registrar, 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 or adjourned meeting (as the case may be).

  • 7. Submission of this proxy form shall not preclude you from attending the meeting or any adjourned meeting thereof and voting in person should you so wish, but the appointment of the proxy will be revoked if you vote in person at the meeting.

  • 8. If you have returned a proxy form, you may revoke it by completing and signing a proxy form bearing a later date, and lodging it with Company's Hong Kong share registrar. In order to be valid for voting purposes, this latter proxy form should be received by Company's Hong Kong share registrar not less than 48 hours before the time appointed for holding the meeting or adjourned meeting (as the case may be) ("Closing Time"). If this latter proxy form is lodged with Company's Hong Kong share registrar after the Closing Time, it will be invalid for voting purpose. However, it will revoke any previous proxy form and any vote that may be cast by the purported proxy will not be counted in any poll taken on a proposed resolution.

  • 9. In the case of joint registered holders of any shares, any one of such persons may vote at the meeting, either personally or by proxy, in respect of such shares as if he/she were solely entitled thereto but the vote of the senior holder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the vote(s) of the other joint holders and, for this purpose, seniority shall be determined by the order in which the names stand in Company's register of members in respect of the relevant joint holding.

  • 10. The Company reserves the right to treat any proxy form which has been incorrectly completed in some manner which (at its absolute discretion) is not material as being valid.

  • 11. Pursuant to Rule 13.39(4) of the Listing Rules, all resolutions set out in the notice of the EGM will be decided by poll at the meeting.

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Disclaimer

Miko International Holdings Ltd. published this content on 25 February 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 25 February 2021 08:45:08 UTC.