Agile Group Holdings Limited — Proxy Solicitation & Information Statement 2015

Apr 30, 2015

==> picture [68 x 64] intentionally omitted <==

AGILE PROPERTY HOLDINGS LIMITED

(Incorporated in the Cayman Islands with limited liability) (Stock Code: 3383)

PROXY FORM FOR ANNUAL GENERAL MEETING TO BE HELD ON 12 JUNE 2015

I/We[(Note][1)] (name) of (address) being the registered holder(s) of[(Note][2)] shares of HK$0.10 each in the capital of Agile Property Holdings Limited (the ‘‘Company’’) hereby appoint[(Note] 3) the Chairman of the Meeting or (name) of (address) as my/our proxy to vote for me/us on my/our behalf at the annual general meeting (the ‘‘Meeting’’) of the Company to be held at Four Seasons Grand Ballroom, Level 2, Four Seasons Hotel Hong Kong, 8 Finance Street, Central, Hong Kong on Friday, 12 June 2015 at 2:30 p.m. (or at any adjournment thereof) for the purpose of considering and, if though fit, passing the ordinary resolutions as set out in the notice convening the Meeting and at the Meeting (or at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of such resolutions as hereunder indicated, and, if no such indication is given, as my/our proxy thinks fit. My/Our proxy will also be entitled to vote on any matter properly put to the Meeting in such manner as he/she thinks fit.

	ORDINARY RESOLUTIONS	FOR(Note 4)	AGAINST(Note 4)
1.	To receive and adopt the audited financial statements together with the report of directors
	and the independent auditor’s report of the Company and its subsidiaries for the year
	ended 31 December 2014.
2.	To declare a final dividend for the year ended 31 December 2014.
3.	To re-elect Mr. Chen Zhuo Lin as director.
4.	To re-elect Madam Luk Sin Fong, Fion as director.
5.	To re-elect Dr. Cheng Hon Kwan as director.
6.	To re-elect Mr. Hui Chiu Chung, Stephen as director.
7.	To re-elect Mr. Wong Shiu Hoi, Peter as director.
8.	To authorise the board of directors to fix the remuneration of directors.
9.	To re-appoint auditors and to authorise the board of directors to fix their remuneration.
10.	A.To grant a general mandate to the directors to repurchase shares of the Company.
	B.To grant a general mandate to the directors to issue shares of the Company.
	C.To add the nominal amount of the shares repurchased under resolution 10.A. to the
	share issue mandate granted to the directors under resolution 10.B.

Date: day of 2015 Signature[(Note][5)] :

Notes:

1. Full name(s) and address(es) must 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) to which this proxy form relates. If no number is inserted, this proxy form will be deemed to relate to all shares of the Company registered in your name(s).

3. If any proxy other than the Chairman of the Meeting is preferred, strike out ‘‘the Chairman of the Meeting’’ and insert the name and address of the proxy in the space provided. ANY ALTERATION MADE TO THIS PROXY FORM MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

4. IMPORTANT: If you wish to vote for a resolution, tick in the box marked ‘‘FOR’’. If you wish to vote against a resolution, tick in the box marked ‘‘AGAINST’’. If no direction is given, your proxy may vote or abstain as he/she thinks fit. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the Meeting other than those referred to in the notice convening the Meeting.

5. This proxy form must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must be either under its common seal or under the hand of an officer or attorney duly authorised to sign the same.

6. mustQueenIn orderbe’s Roadlodgedto be East,validwithHongthisthe proxyCompanyKongformnot’s lesstogetherbranchthansharewith48 hoursregistrarthe powerbeforeandofthetransferattorneytime appointedofficeor otherin HongforauthorityholdingKong,(iftheTricorany)MeetingunderInvestororwhichtheServicesadjournedit is signed,LimitedMeeting.or ata notariallyLevel 22, certifiedHopewellcopyCentre,thereof,183

7. 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 be accepted to the exclusion of the votes of the other joint registered holders.

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

9. Completion and return of this proxy form will not preclude you from attending and voting at the Meeting if you so wish. If you attend and vote at the Meeting, the authority of your proxy will be revoked.