Red Star Macalline Group Corporation Ltd.

紅星美凱龍家居集團股份有限公司

(A sino-foreign joint stock company incorporated in the People's Republic of China with limited liability)

(Stock Code: 1528)

SUPPLEMENTAL PROXY FORM

FOR THE 2019 THIRD EXTRAORDINARY GENERAL MEETING

TO BE HELD ON FRIDAY, 27 DECEMBER 2019 (OR ANY ADJOURNMENT THEREOF)

I/We(Notes 1 and 2)

of(Note 3)

being

the registered holder(s) of (Note 4)

H shares of RMB1.00 each in the

share capital of Red Star Macalline Group Corporation Ltd. (the "Company"), hereby appoint the Chairman of the meeting(Note 5) or

of (address)

to act as my/our proxy to attend and vote for me/us and on my/our behalf at the 2019 third extraordinary general meeting (the "EGM") of the Company to be held at 2:00 p.m. on Friday, 27 December 2019 at Yamei 1 Ballroom, 3/F, Crowne Plaza Shanghai Noah Square, No.1699, Jinshajiang Road, Putuo District, Shanghai, the People's Republic of China (the "PRC") and at any adjournment thereof for the purposes of considering and, if thought fit, passing the resolutions set out in the supplemental circular and supplemental notice (the "Supplemental Notice") of the Company dated 10 December 2019 regarding the 2019 Third EGM and to exercise all rights conferred on proxies under laws, regulations and the articles of association of the Company in respect of the resolutions set out in the notice of the EGM as hereunder, or if no such indication is given, as my/our proxy thinks fit.

No.

ORDINARY RESOLUTIONS EFFECTED BY

FOR

(Note 7)

AGAINST

(Note 7)

ABSTAIN

(Note 7)

CUMULATIVE VOTING SYSTEM (Note 6)

1

To consider and approve the re-election of Mr. CHE Jianxing as an

executive Director of the Company

2

To consider and approve the re-election of Mr. GUO Binghe as an

executive Director of the Company

3

To consider and approve the re-election of Ms. CHE Jianfang as an

executive Director of the Company

4

To consider and approve the re-election of Mr. JIANG Xiaozhong as

an executive Director of the Company

5

To consider and approve the re-election of Ms. CHEN Shuhong as a

non-executive Director of the Company

6

To consider and approve the re-election of Mr. XU Guofeng as a non-

executive Director of the Company

7

To consider and approve the re-election of Mr. JING Jie as a non-

executive Director of the Company

8

To consider and approve the re-election of Mr. XU Hong as a non-

executive Director of the Company

9

To consider and approve the re-election of Mr. QIAN Shizheng as an

independent non-executive Director of the Company

10

To consider and approve the re-election of Mr. LEE Kwan Hung,

Eddie as an independent non-executive Director of the Company

11

To consider and approve the re-election of Mr. WANG Xiao as an

independent non-executive Director of the Company

12

To consider and approve the re-election of Ms. ZHAO Chongyi as an

independent non-executive Director of the Company

13

To consider and approve the re-election of Mr. ZHENG Hongtao as an

independent Supervisor of the Company

14

To consider and approve the re-election of Mr. CHEN Gang as an

independent Supervisor of the Company

SPECIAL RESOLUTIONS

FOR(Note 7)

AGAINST(Note 7)

ABSTAIN(Note 7)

1.

To consider and approve the amendments to the Articles of Association

of the Company

2.

To consider and approve the proposed amendments to the Procedural

Rules of the General Meetings of the Company

Date:

Signature(s) (Note 5):

Notes:

  1. This supplemental proxy form is the supplemental proxy form for the purpose of the supplemental resolutions set out in the Supplemental Notice and only serves as a supplement to the proxy form of holders of H shares for the 2019 Third EGM issued by the Company on 11 November 2019 (the "First Proxy Form"). This supplemental proxy form will not affect the validity of the First Proxy Form duly completed and lodged with the H share registrar of the Company. For the avoidance of doubt, if you have properly completed and submitted only the First Proxy Form in accordance with the instructions set out therein, your appointed proxy will vote on the resolutions set out in the First Proxy Form per your direction and he/she is also entitled to vote or abstain at his/her discretion on the resolutions set out in this supplemental proxy form. Similarly, if you have properly completed and submitted only this supplemental proxy form in accordance with the instructions set out therein, your appointed proxy will vote on the resolutions set out in the supplemental proxy form at your direction and he/she is also entitled to vote or abstain at his/her discretion on the resolutions set out in the First Proxy Form. If you wish to provide specific direction to your proxy regarding the voting of all resolutions set out in the First Proxy Form and this supplemental proxy form, you should duly complete and submit both the First Proxy Form and this supplemental proxy form in accordance with the instructions set out therein.
  2. Please insert full name(s) in BLOCK CAPITALS.
  3. Please insert full address(es) in BLOCK CAPITALS.
  4. Please insert the number of shares registered in your name(s) to which this supplemental proxy form relates. If no number of shares is inserted, this supplemental proxy form will be deemed to relate to all shares of the Company registered in your name(s).
  5. If any proxy other than the chairman of the meeting is preferred, please strike out the words "the Chairman of the meeting" and insert the full name and address of the proxy (or proxies) desired in the space provided. If no name is inserted, the Chairman of the meeting will act as your proxy. ANY
    ALTERATION MADE TO THIS SUPPLEMENTAL PROXY FORM MUST BE INITIALLED BY THE PERSON(S) WHO SIGNS IT.
  6. Regarding ordinary resolutions number 1-14, a cumulative voting system will be adopted. "Cumulative voting system" refers to a system where Each of the shares held by a shareholder shall carry the same number of voting rights as the number of director or supervisor candidates; when the Board or a qualified shareholder separately proposes the director or supervisor candidates, the number of voting rights carried by each share shall be calculated as per the number of non-repetitive director or supervisor candidates. In casting his/her/its votes for the director or supervisor candidates, a shareholder may exercise his/her/ its voting rights by allocating his/her/its voting rights evenly and cast for each director or supervisor candidate the same number of voting rights as the shares he/she/it holds; or he/she/it may focus on one particular director or supervisor candidate and cast for that candidate all the voting rights represented by all of his/her/its shares multiplied by the number of director or supervisor candidates; or he/she/it may allocate his/her/its voting rights over several director or supervisor candidates and cast for each of them part of the voting rights represented by all of his/her/its shares multiplied by the number of director or supervisor candidates.
    Upon the exercise of his/her/its voting rights by focusing all the voting rights represented by all of his/her/its shares multiplied by the number of director or supervisor candidates on one or several of the director or supervisor candidates, a shareholder shall not have any right to vote for any other director candidates. If the total number of voting rights centrally exercised by a shareholder on one or several of the director or supervisor candidates exceeds the number of voting rights represented by all the shares held by him/her/it, the voting by such shareholder shall be invalid and the shareholder shall be deemed to have abstained from voting; if the total number of voting rights centrally exercised by a shareholder on one or several of the director or supervisor candidates is less than the number of voting rights represented by all the shares held by him/her/it, the voting by such shareholder shall be valid and the remaining voting rights held by such shareholder shall be deemed to be waived.
    The director or supervisor candidates whose votes represent the most voting rights are elected as directors or supervisors. Independent directors and other directors shall be elected separately.
  7. 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". IF YOU WISH TO ABSTAIN, TICK () IN THE RELEVANT BOX BELOW THE BOX MARKED "ABSTAIN". If you return this supplemental proxy form without indicating as to how your proxy is to vote on any particular matter, the person appointed as your proxy will exercise his/her discretion as to whether he/she votes and, if so, how and, unless instructed otherwise, he/she may also vote or abstain from voting as he/she thinks fit on any other business (including amendments to resolutions) which may be proposed at the meeting. The shares abstained will be counted in the calculation of the required majority.
  8. This supplemental proxy form must be signed and dated by the Shareholder or his/her attorney duly authorized in writing. If the Shareholder is a company, it should execute this supplemental proxy form under its common seal or by its directors or (a) person(s) duly authorized to sign on its behalf. In case of joint holders, only the person whose name stands first on the register of members may attend and vote at the EGM, either in person or by proxy.
  9. To be valid, this supplemental proxy form, together with the power of attorney or other authority, if any, under which it is signed, or a notary certified copy of such power of attorney or authority, must be completed and deposited at the H share registrar of the Company, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong (for holders of H shares), or at the Company's headquarters in the PRC, at 9/F Red Star World Trade Building, No. 598, Nujiang Road North, Putuo District, Shanghai, the PRC (for holders of A shares), not less than 24 hours before the meeting or any adjournment thereof.
  10. Completion and return of this supplemental proxy form will not preclude you from attending and voting at the meeting in person if you so wish.
  11. Shareholders or their proxies attending the meeting shall produce their identity documents.

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Red Star Macalline Group Corp. Ltd. published this content on 09 December 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 09 December 2019 09:40:05 UTC