Anhui Conch Cement Company Limited — Proxy Solicitation & Information Statement 2012

Apr 20, 2012

NEW CITY (CHINA) DEVELOPMENT LIMITED 新城市(中國)建設有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 0456)

FORM OF PROXY

Revised Form of Proxy for use at the Annual General Meeting to be held on 9 May 2012 or at any adjournment thereof

I/We [(note][a)] of being the registered holder(s) of (note b) shares of HK$0.004 each in the share capital of New City (China) Development Limited (the “Company”) hereby appoint the Chairman of the meeting (note c) or of to act as my/our proxy at the Annual General Meeting of the Company to be held at Plaza III, Lower Lobby, Novotel Century Hong Kong, 238 Jaffe Road, Wanchai, Hong Kong on Wednesday, 9 May 2012 at 3:00 p.m. or at any adjournment thereof and to vote on my/our behalf as directed below [(note][d)] , and, if no such direction is given, as my/our proxy thinks fit.

			As Ordinary Resolutions		For	Against	Against
		1	To receive and consider the audited financial statements of the Company and
			the Reports of the Directors and the Auditors for the year ended 31
			December 2011.
		2.	(a) To re-elect the following persons as directors of the Company:–
			(i) Mr. Chan Yiu Tung, Anthony as Independent non-executive
			Director; and
			(ii) Mr. Seto Man Fai as Independent non-executive Director;
			(iii) Dr. Liu Ta-pei as Non-executive Director;
			(b) To authorise the Board of Directors to fix the remuneration of Directors.
		3.	To re-appoint Ascenda Cachet CPA Limited as auditor of the Company and
			to authorise the Board of Directors to fix their remuneration.
		4.	To grant a general mandate to the directors of the Company to allot, issue
			and otherwise deal with Company’s shares.
		5.	To grant a general mandate to the directors of the Company to repurchase
			the Company’s shares.
		6.	To add the nominal amount of the shares repurchased by the Company to the
			mandate granted to the directors under resolution 4.
			As Special Resolutions		For	Against
		7.	The name of the Company be changed from “New City (China) Development
			Limited” to “New City Development Group Limited” and the Chinese name
			“新城市建設發展集團有限公司” be adopted as the formal Chinese name of the
			Company (Special Resolution No. 7 of the notice of the Meeting)
		Dated	the day of 2012 Shareholder’s signature:			_(notes e, f, _	g and h)
		Notes:

• a Please insert full name(s) and address(es) in BLOCK CAPITALS. b Please insert the number of shares 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).

• c 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. A proxy need not be a member of the Company.

• d If you wish to vote for any of the resolutions set out above, please tick (“✓”) the boxes marked “For”. If you wish to vote against any resolution(s), please tick (“✓”) the boxes marked “Against”. If this form returned is duly signed but without specific direction on the proposed resolution(s), the proxy will vote or abstain at his discretion in respect of the resolution(s). A proxy will also be entitled to vote at his discretion on any resolution(s) properly put to the Meeting other than those set out in the notice convening the Meeting.

• e In the case of a joint holding, this form of proxy may be signed by any joint holder, but if more than one joint holder is present at the Meeting, whether in person or by proxy, that one of the joint holder whose name stands first on the register of members in respect of the relevant joint holding shall alone be entitled to vote in respect thereof.

• f 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 under the hand of an officer or attorney so authorised.

• g To be valid, this form of proxy together with any 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 with Union Registrars Limited at 18/F, Fook Lee Commercial Centre, Town Place, 33 Lockhart Road, Wanchai, Hong Kong not later than 48 hours before the time of the Meeting or any adjourned meeting.

• h Any alteration made to this form should be initialled by the person who signs the form.

• i Completion and return of this form of proxy will not preclude you from attending and voting in person at the meeting or any adjournment thereof if you so wish. In such event, this form of proxy shall be deemed to be revoked.