(Note 3)
(Note 1)
(Note 2)

WHITE FORM OF PROXY FOR USE AT THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON

MONDAY, 14 SEPTEMBER 2020 AT 11:00 A.M. (HONG KONG TIME)

(OR ANY ADJOURNMENT THEREOF)

White form of proxy for use at the extraordinary general meeting (or any adjournment thereof) (the "Extraordinary General Meeting") of the holders of ordinary shares of HK$0.01 par value each (the "Shareholders") in the share capital of Vietnam Manufacturing and Export Processing (Holdings) Limited 越南製造加工出口(控股)有限公司 (the "Company").

I/We of

being the registered holder(s) ofordinary shares of HK$0.01 par value each in the share capital of the Company, HEREBY APPOINT THE CHAIRMAN OF THE EXTRAORDINARY GENERAL MEETING

  1. r of
    as my/our proxy to attend and act for me/us and on my/our behalf at the Extraordinary General Meeting (or at any adjournment thereof) of the Shareholders to be held at 8/F, Renaissance Harbour View Hotel Hong Kong, 1 Harbour Road, Wan Chai, Hong Kong on Monday, 14 September 2020 at 11:00 a.m. (Hong Kong time) (or as soon thereafter as the meeting of certain holders of the ordinary shares of HK$0.01 each in the share capital of the Company convened at the direction of the Grand Court of the Cayman Islands shall have been concluded or adjourned), for the purpose of considering and, if thought fit, passing the resolutions set out in the notice dated 14 August 2020 (the "EGM Notice") convening the Extraordinary General Meeting and at such Extraordinary General Meeting (or at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of the Special Resolutions and the Ordinary Resolution as my/our proxy may approve as hereunder indicated, and if no such indication is given, as my/our proxy thinks fit and in respect of any other resolution that may properly come before the Extraordinary General Meeting and/or any adjournment thereof.

Special Resolutions:

FOR

AGAINST

(Notes 4 and 9)

(Notes 4 and 9)

1.

To consider and approve, amongst others, the reduction of the issued share capital of the

Company by cancelling and extinguishing the Scheme Shares as defined and more

particularly set out in the EGM Notice.

2.

To consider and approve, amongst others, the withdrawal of the listing as more particularly

set out in the EGM Notice.

Ordinary Resolution:

3.

To consider and approve, amongst others, the increase of the number of issued ordinary

shares in share capital of the Company as more particularly set out in the EGM Notice.

Dated this

day of

2020

Shareholder's signature:

(Note 5)

Contact Phone Number:

Notes:

  1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS. The names of all joint holders should be stated.
  2. Please insert the number of ordinary shares of HK$0.01 par value each in the share capital of the Company (the "Shares") registered in your name(s) and to which this white form of proxy relates. If no number is inserted, this white form of proxy will relate to all of such Shares registered in your name(s).
  3. Any Shareholder entitled to attend and vote at the Extraordinary General Meeting is entitled to appoint another person as his proxy to attend and vote instead of him. If any proxy other than the Chairman of the Extraordinary General Meeting is preferred, please strike out the words "THE CHAIRMAN OF THE EXTRAORDINARY GENERAL MEETING or" and insert the name and address of the proxy desired in the space provided. A Shareholder who is the holder of two or more Shares may appoint more than one proxy to attend and vote on his behalf at the Extraordinary General Meeting provided that if more than one proxy is so appointed, the appointment shall specify the number of Shares in respect of which each such proxy is so appointed. IF NO NAME IS
    INSERTED, THE CHAIRMAN OF THE EXTRAORDINARY GENERAL MEETING WILL ACT AS YOUR PROXY. ANY ALTERATION MADE TO THIS WHITE FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.
  4. IMPORTANT: IF YOU WISH TO VOTE FOR THE SPECIAL/ORDINARY RESOLUTIONS, PLEASE ("") TICK THE BOX MARKED "FOR". IF YOU WISH TO VOTE AGAINST THE SPECIAL/ORDINARY RESOLUTIONS, PLEASE ("") TICK THE BOX MARKED "AGAINST". Failure to tick either box in relation to the Special Resolutions and the Ordinary Resolution will entitle your proxy to cast his vote or abstain at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the Extraordinary General Meeting other than that referred to in the EGM Notice or abstain.
  5. This white form of proxy must be signed by you or your attorney duly authorized in writing or, in the case of a corporation, must be either executed under its common seal or under the hand of an officer or attorney or other person duly authorized to sign the same.
  6. In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of votes of the other joint holder(s) and for this purpose seniority will be determined by the order in which the names stand in the Register of Members of the Company in respect of the relevant joint holding of the Shares. The one of the said joint holders so present whose name stands first on the Register of Members of the Company in respect of such Share(s) shall be accepted to the exclusion of the votes of the other joint holder(s).
  7. To be valid, this white form of proxy together with any power of attorney (if any) or other authority (if any) under which it is signed or a certified copy thereof, must be completed, signed and deposited at the Company's branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M/F, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, as soon as possible and in any event not less than 48 hours before the time appointed for holding the Extraordinary General Meeting (or any adjournment thereof) and in default, this white form of proxy shall not be treated as valid. Completion and delivery of this white form of proxy will not preclude you from attending the Extraordinary General Meeting (or any adjournment thereof) and voting in person at the Extraordinary General Meeting (or any adjournment thereof) if you so which, but in the event of your attending the Extraordinary General Meeting after having lodged this white form of proxy, this white form of proxy will be deemed to have been revoked by operation of law.
  8. The proxy need not be a member of the Company.
  9. The full text of the resolutions appears in the EGM Notice.

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 Extraordinary General Meeting (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 authorised 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/Computershare Hong Kong Investor Services Limited at the above address.

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VMEPH - Vietnam Manufacturing and Export Processing Holdings Limited published this content on 14 August 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 14 August 2020 08:42:05 UTC