UTS Marketing : Form of Proxy for Annual General Meeting

UTS MARKETING SOLUTIONS HOLDINGS LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 6113)

Form of Proxy for Annual General Meeting

I/We, 1

of

being holder(s) of 2

s h a r e s o f U T S M A R K E T I N G S O L U T I O N S H O L D I N G S L I M I T E D ( t h e '' C o m p a n y '' ) h e r e b y a p p o i n t t h e C h a i r m a n o f t h e m e e t i n g

or

of

as my/our proxy to attend and vote for me/us and on my/own behalf at the annual general meeting of the Company (the ''Meeting'') to be held at Units 1302- 3, 13/F, Ruttonjee House, Ruttonjee Centre, 11 Duddell Street, Central, Hong Kong on Tuesday, 18 May 2021 at 10:30 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

AGAINST4

1. To receive and consider the audited consolidated financial statements of the Company for the year ended 31 December 2020 and the reports of the directors of the Company (the ''Directors'') and auditors thereon.
2. (a) The declaration and payment of a final dividend of HK4 cents per ordinary share out of the Share Premium Account of the Company (the ''Final Dividend'') to shareholders of the Company whose names appeared on the register of members of the Company on the record date fixed by the board of Directors (the ''Board'') for determining the entitlements to the Final Dividend be and is hereby approved; and

	(b)	Any Director of the Company be and is hereby authorised to take such action, do such
		things and execute such further documents as the Director may at his absolute discretion
		consider necessary or desirable for the purpose of or in connection with the
		implementation of the payment of the Final Dividend;
3.	(a)	To re-elect Lee Koon Yew as executive Director.
	(b)	To re-elect Kow Chee Seng as independent non-executive Director.
	(c)	To authorise the board of Directors to fix the remuneration of the Directors.

4. To re-appoint RSM Hong Kong Certified Public Accountants as independent auditors of the Company and to authorise the board of Directors to fix their remuneration.

5(A).	To grant to the directors a general mandate to allot, issue and otherwise deal with the shares of the
	Company not exceeding 20 per cent. of the total number of issued shares of the Company as at the
	date of this resolution.
5(B).	To grant to the directors a general mandate to exercise the power of the Company to repurchase its
	own shares not exceeding 10 per cent. of the total number of issued shares of the Company as at
	the date of this resolution.
5(C).	To include the number of shares repurchased by the Company to the number of Shares which may
	be allotted and issued by the Directors under the general mandate granted to the directors under
	Resolution No. 5(A).
Dated this		day of	2021.	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, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not less than 48 hours before the time appointed for holding the meeting.
6. In the case of joint holders of shares, any one of such holders may vote at the Meeting, either personally or by proxy, in respect of such shares as if he were solely entitled thereto, but if more than one of such joint holders are present at the Meeting personally or by proxy, that one of the said persons so present whose name stands first in the register of members of the Company in respect of such shares shall alone be entitled to vote in respect thereof.
7. The proxy need not be a member of the Company but must attend the Meeting in person to represent you.
8. Completion and return of this form will not preclude you from attending and voting in person at the Meeting if you so wish. If you attend and vote at the Meeting, the authority of your proxy will be revoked.
9. The full text of the proposed resolutions appears in the notice of the Meeting.

PERSONAL INFORMATION COLLECTION STATEMENT

Your supply of your and your proxy's (or proxies') name(s) and address(es) is on a voluntary basis for the purpose of processing your request for the appointment of a proxy (or proxies) and your voting instructions for the Meeting of the Company (the'Purposes'). We may transfer your and your proxy's (or proxies') name(s) and address(es) to our agent, contractor, or third party service provider who provides administrative, computer and other services to us for use in connection with the Purposes and to such parties who are authorized by law to request the information or are otherwise relevant for the Purposes and need to receive the information. Your and your proxy's (or proxies') name(s) and address(es) will be retained for such period as may be necessary to fulfil the Purposes. Request for access to and/or correction of the relevant personal data can be made in accordance with the provisions of the Personal Data (Privacy) Ordinance and any such request should be in writing by mail to the Company/Tricor Investor Services Limited at the above address.