Techcomp : 2016/03/29 - Proxy Form

Techcomp-Proxy Form E&C.indd TECHCOMP (HOLDINGS) LIMITED 天美(控股)有限公司*

(incorporated in Bermuda with limited liability)

(Hong Kong Stock Code: 1298) (Singapore Stock Code: T43)

FORM OF PROXY FOR ANNUAL GENERAL MEETING Form of proxy for use by shareholders at the annual general meeting (the "AGM") of Techcomp (Holdings) Limited (the "Company") to be held at Meeting Room 330, Level 3, Suntec Singapore International Convention & Exhibition Centre, 1 Raffles Boulevard, Suntec City, Singapore 039593 on Friday, 29 April 2016 at 10:00 a.m. and at any adjournment thereof.

I/We (note a) of being the registered holder(s) of (note b) ordinary shares of US$0.05 each in the share capital of the Company hereby appoint the Chairman of the AGM or (notes c and h)

of as my/our proxy to attend and vote for me/us on my/our behalf at the AGM to be held on Friday, 29 April 2016 at 10:00 a.m. and at any adjournment thereof, on the resolutions, with or without modifications, referred to in the notice convening the AGM (the "Notice"), or if no such indication is given, as my/our proxy thinks fit.

AS ORDINARY RESOLUTIONS	FOR	AGAINST
1.	To receive and adopt the directors' report and the audited consolidated financial statements of the Company for the financial year ended 31 December 2015 together with the auditors' report thereon.
2.	To declare a first and final dividend of HK$0.028 per ordinary shares in respect of the financial year ended 31 December 2015.
3.	To re-elect Mr. Ho Yew Yuen, a director retiring by rotation pursuant to Bye-law 104 of the Bye-laws of the Company, as independent non-executive director of the Company.
4.	To re-elect Mr. Seah Kok Khong, Manfred, a director retiring by rotation pursuant to Bye- law 104 of the Bye-laws of the Company, as independent non-executive director of the Company.
5.	To approve the payment of directors' fees of US$142,000 for the financial year ended 31 December 2015, to be paid quarterly in arrears, at the end of each calendar quarter (2014: US$153,000).
6.	To appoint Deloitte Touche Tohmatsu as the Company's new auditors due to the retirement of Deloitte & Touche LLP and to authorise the directors of the Company to fix their remuneration.
7.	Share Issue Mandate*.

* Please refer to the Notice for the full text of the resolutions.

Dated the day of 2016

Shareholder's signature (notes e, f, g and h)

Notes:

1. Please insert full name(s) and address(es) in BLOCK CAPITALS.

2. Please insert the number of shares registered in your name(s) to which this form of proxy relates. 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. A proxy need not be a member of the Company. If you wish to appoint a person other than the Chairman of the AGM as your proxy, please delete the words "the Chairman of the AGM or" and insert the name and address of that person appointed in the space provided.

4. If you wish to vote for the resolution set out above. please tick ("") the box marked "For". If you wish to vote against the resolution, please tick ("") the box marked "Against". If you wish to vote only part of the number of shares in respect of which the proxy is so appointed, please state the exact number of shares in lieu of tick "" in the relevant box. If this form returned is duly signed but without specific direction on the proposed resolution, the proxy will vote or abstain at his discretion in respect of the resolution. A proxy will also be entitled to vote at his discretion on any resolution properly put to the AGM other than those set out in the Notice.

5. In the case of joint registered holders, the vote of the senior member who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holders. 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 joint holding.

6. The form of proxy must be signed by a shareholder, or his attorney duly authorised in writing, or if the shareholder is a corporation, either under its Common Seal or signed by a duly authorised officer or attorney.

7. In order to be valid, the 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 lodged at the office of the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at Level 22. Hopewell Centre, 183 Queen's Road East, Hong Kong (for Hong Kong Shareholders), or the Company's share transfer agent in Singapore, M & C Services Private Limited, at 112 Robinson Road, #05-01, Singapore 068902 (for Singapore Shareholders), not less than forty-eight (48) hours before the time appointed for holding the AGM or any adjourned meeting thereof (as the case may be).

8. Any alteration made to this form of proxy must be initiated by the person who signs the form.

9. Completion and return of this proxy will not preclude you from attending and voting in person at the AGM.

*For identification purposes only