L'SEA RESOURCES INTERNATIONAL HOLDINGS LIMITED

利 海 資 源 國 際 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 00195)

REVISED PROXY FORM

Revised form of proxy for use by shareholders at the extraordinary general meeting to be held at Fuchsia and Ocher Room, 3/F, Gateway Hotel, 13 Canton Road, Harbour City, Tsim Sha Tsui,

Kowloon, Hong Kong on Thursday, 8 June 2017 at 9: 00 a.m.

I/We (note a) of being the registered holder(s) of (note b) ordinary shares of HK$0.005 each in the capital of L'sea Resources International Holdings Limited (the ''Company''), hereby appoint the Chairman of the Meeting or (note c) of

to act as my/our proxy to attend, act and vote for me/us at the extraordinary general meeting (the ''Meeting'') of the Company to be held at Fuchsia and Ocher Room, 3/F, Gateway Hotel, 13 Canton Road, Harbour City, Tsim Sha Tsui, Kowloon, Hong Kong on Thursday, 8 June 2017 at 9: 00 a.m. and at any adjournment thereof and to vote on my/ our behalf on the undermentioned resolution as indicated below or, if no such indication is given, as my/our proxy thinks fit.

Please make a mark in the appropriate box to indicate how you wish your vote(s) to be cast on a poll (noted).

ORDINARY RESOLUTION

For (note d)

Against (note d)

To:

  1. approve, confirm and ratify the conditional capitalisation agreement (the ''Capitalisation Agreement'') dated 29 March 2017 and entered into between the Company and Cybernaut Greentech Investment Holding (HK) Limited (''Cybernaut'') in relation to the capitalisation of an outstanding principal sum of a loan in the amount of HK$136,000,000 owed by the Company to Cybernaut by way of allotment and issue of 1,700,000,000 new shares of the Company (the ''Capitalisation Shares'') to Cybernaut at the capitalisation price of HK$0.08 per Capitalisation Share, and the transactions contemplated thereunder;

  2. approve the allotment and issue of the Capitalisation Shares in accordance with the terms and conditions of the Capitalisation Agreement subject to the satisfaction of the conditions precedent set out in the Capitalisation Agreement;

  3. grant a specific mandate (the ''Specific Mandate'') to the directors of the Company (the ''Directors'') to exercise the powers of the Company to allot and issue the Capitalisation Shares to Cybernaut in accordance with the terms and conditions of the Capitalisation Agreement, where such Capitalisation Shares shall rank equally in all respects among themselves and with all fully paid ordinary shares of the Company in issue as at the date of allotment and issue. The Specific Mandate is in addition to, and shall not prejudice nor revoke any general or specific mandate(s) which has/have been granted or may from time to time be granted to the Directors prior to the passing of this resolution; and

  4. authorise any Director to do such acts and things, to sign and execute all such further documents (in case of execution of documents under seal, to do so by any two Directors or any Director together with the secretary of the Company) and to take such steps as he may consider necessary, appropriate, desirable or expedient to give effect to or in connection with the Capitalisation Agreement or any transactions contemplated thereunder and all other matters incidental thereto or in connection therewith, and to agree to and make such variations, amendments or waivers of any of the matters relating thereto or in connection therewith.

Date Signature (notes e, f, g, h, i and j)

Notes:

  1. Full name(s) and address(es) are to be inserted in BLOCK CAPITALS. The names of all joint registered holders should be stated.

  2. Please insert the number of shares registered in your name(s). If no number is inserted, this revised 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 you wish to appoint some person other than the Chairman of the Meeting as your proxy, please delete the words ''THE CHAIRMAN OF THE MEETING OR'' and insert the name and address of the person appointed proxy in the space provided. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE MEETING WILL ACT AS YOUR PROXY.

  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 this revised

    form is returned duly signed, but without any such indication, the proxy will vote or abstain at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the Meeting other than that referred to in the notice of the Meeting dated 22 May 2017.

  5. In the case of joint registered holders of any shares, any one of such persons may vote at the Meeting, either personally or by proxy, in respect of such shares as if he/she was solely entitled thereto; but if more than one of such joint registered holders be present at the Meeting, either personally or by proxy, that one of the said persons so present whose name stands first on the register of members in respect of such shares shall alone be entitled to vote in respect thereof to the exclusion of the votes of the other joint registered holders.

  6. The revised 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 under the hand of an officer or attorney so authorised.

  7. To be valid, this revised 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 Hong Kong branch share registrar, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not less than 48 hours before the time for holding the Meeting or any adjournment thereof (the ''Closing Time'').

  8. The proxy need not be a member of the Company but must attend the Meeting in person to represent you.

  9. Any alteration made to this revised form should be initialled by the person who signs the revised form.

  10. Completion and return of this revised form of proxy will not preclude you from attending and voting in person at the Meeting or any adjournment thereof if you so wish.

  11. The description of the resolution in this revised form is by way of summary only. Please refer to the notice of the Meeting dated 22 May 2017 for the full text of the resolution.

    1. If you have not yet lodged the form of proxy (the ''Original Proxy Form'') which was sent together with the notice of the Meeting dated 22 May 2017 with the Company's branch share registrar in Hong Kong, you are requested to lodge this revised proxy form if you wish to appoint a proxy to attend and vote at the Meeting on your behalf. In this case, the Original Proxy Form should NOT be lodged with the Company's branch share registrar in Hong Kong.

      1. If no duly completed and signed Original Proxy Form is correctly lodged with the Company's branch share registrar in Hong Kong and this revised proxy form is lodged with the Company's branch share registrar in Hong Kong at or prior to the Closing Time, this revised proxy form, if correctly completed and signed, will be treated as a valid form of proxy lodged by you.

      2. If the Original Proxy Form has already been duly completed and signed and correctly lodged with the Company's branch share registrar in Hong Kong and this revised proxy form correctly completed and signed is also lodged with the Company's branch share registrar in Hong Kong at or prior to the Closing Time, this revised proxy form will revoke and supersede the Original Proxy Form and be treated as a valid form of proxy lodged by you.

      3. If the Original Proxy Form has already been duly completed and signed and correctly lodged with the Company's branch share registrar in Hong Kong at or prior to the Closing Time but no revised proxy form is lodged with the Company's branch share registrar in Hong Kong or if this revised proxy form is lodged with the Company's branch share registrar in Hong Kong after the Closing Time or if this revised proxy form is invalid for whatever reason, the Original Proxy Form will be treated as a valid form of proxy if correctly completed and signed. The proxy so appointed under the Original Proxy Form will be entitled to vote at his or her discretion or to abstain at the Meeting on the ordinary resolution as set out in the notice of the Meeting dated 22 May 2017.

    L’sea Resources International Holdings Limited published this content on 23 May 2017 and is solely responsible for the information contained herein.
    Distributed by Public, unedited and unaltered, on 22 May 2017 22:27:11 UTC.

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