Vietnam Manfng and Exp Prcsng Hldng : FORM OF PROXY

Vietnam Manufacturing and Export Processing (Holdings) Limited ൳یႡி̋ʈ̈ɹ€છٰϞࠢʮ̡

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 422)

FORM OF PROXY

FORM OF PROXY FOR EXTRAORDINARY GENERAL MEETING OF VIETNAM MANUFACTURING AND EXPORT PROCESSING (HOLDINGS) LIMITED TO BE HELD AT SUITE 2418, 24/F, JARDINE HOUSE, 1 CONNAUGHT PLACE, CENTRAL, HONG KONG AT 10:00 A.M. ON THURSDAY, 21 FEBRUARY 2019 AND AT ANY ADJOURNMENT THEREOF.

I/We (Note 1)

of being the registered holder(s) of (Note 2) shares of HK$0.01 each in the capital of Vietnam Manufacturing and Export Processing (Holdings) Limited (the "Company"), HEREBY APPOINT (Note 3)

of or failing him, the Chairman of the meeting as my/our proxy to attend the extraordinary general meeting (the "Extraordinary General Meeting") of the Company to be held at Suite 2418, 24/F, Jardine House, 1 Connaught Place, Central, Hong Kong at 10:00 a.m. on Thursday, 21 February 2019 and at any adjournment thereof, for the purpose of considering the resolutions as set out in the notice dated 10 January 2019 convening the Extraordinary General Meeting and to vote for me/us as hereunder indicated, or if no such indication is given, as my/our proxy thinks fit.

Please mark "✓" in the appropriate boxes to indicate how you wish your proxy to vote (Note 4):

Ordinary Resolutions		For	Against
1.	The Master Purchase Agreement dated 12 November 2018 entered into between the Company and Sanyang Motor Co., Limited ("Sanyang") in relation to the purchase of motorbike parts by the Company and its subsidiaries (the "Group") from Sanyang and its subsidiaries (the "Sanyang Group"), the transactions contemplated thereunder and the proposed annual caps for each of the three years ending 31 December 2019, 2020 and 2021 be and are hereby approved, confirmed and ratified.
2.	The Distribution Agreement dated 12 November 2018 entered into between the Company and Sanyang in relation to the exclusive distribution by the Group of motorbikes and related parts manufactured by the Sanyang Group in the exclusive territory, the transactions contemplated thereunder and the proposed annual caps for each of the three years ending 31 December 2019, 2020 and 2021 be and are hereby approved, confirmed and ratified.
3.	The proposed annual caps for each of the three years ending 31 December 2019, 2020 and 2021 in respect of the Technology Licence Agreement dated 26 November 2007 entered into between Vietnam Manufacturing and Export Processing Co., Limited ("VMEP") and Sanyang in relation to the grant of an exclusive licence to VMEP to use the technology, know-how, trade secrets and production information owned by Sanyang be and are hereby approved, confirmed and ratified.

Date:
Notes:
1.	Full name(s) and address(es) to be inserted in BLOCK CAPITALS.
2.	Please insert the number of shares of HK$0.01 each 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.	Please insert the name and address of the proxy desired. If no name is inserted, the Chairman of the meeting will act as your proxy. A proxy need not be a member
of the Company but must attend the meeting in person to represent you.
4.	IMPORTANT: If you wish to vote for any of the resolutions, tick in the appropriate box marked "For". If you wish to vote against any of the resolutions,
tick in the appropriate box marked "Against". Failure to tick a box will entitle your proxy to cast your vote in respect of such resolution 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 above.
5.	This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, either under its seal or under the hand of an
officer, attorney or other person authorised to sign the same.
6.	In the case of joint holders of any share, any one of such holders 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, the holder whose name stands first in the register of
members of the Company shall alone be entitled to vote in respect of that share.
7.	To be valid, this form of proxy and the power of attorney or other authority, if any, under which it is signed or a certified copy of that power or authority, must be
deposited with the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183
Queen's Road East, Wan Chai, Hong Kong not less than 48 hours before the time appointed for holding the Extraordinary General Meeting (i.e. before 10:00 a.m. on
Tuesday, 19 February 2019) or any adjourned meeting thereof. Delivery of an instrument appointing a proxy shall not preclude a member from attending and voting
in person at the meeting convened and in such event, the instrument appointing a proxy shall be deemed to be revoked.
8.	The proxy need not be a member of the Company but must attend the Extraordinary General Meeting in person to represent you.
9.	Completion and return of this form of proxy will not preclude you from attending in person and voting at the Extraordinary General Meeting if you so wish. In such
event, this form of proxy will be deemed to have been revoked.
10.	The Company reserves the right to treat any form of proxy which has been incorrectly completed in some manner which (at its absolute discretion) is not material as
being valid.

Signature (Note 5) :