Billion Industrial Holdings Limited — Proxy Solicitation & Information Statement 2017

Mar 23, 2017

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CHINA MERCHANTS LAND LIMITED 招商局置地有限公司

(Incorporated with limited liability in the Cayman Islands)

(Stock Code: 978)

FORM OF PROXY FOR THE ANNUAL GENERAL MEETING TO BE HELD ON FRIDAY, 28 APRIL 2017

I/We [(Note1)]

of being the registered holder(s) of [(Note][2)] shares (the “Company”) hereby appoint the Chairman of the meeting [(Note][3)] or of

shares of HK$0.01 each in the share capital of China Merchants Land Limited

as my/our proxy to attend, act and vote for me/us and on my/our behalf as directed below at the annual general meeting (the “AGM”) of the Company for the year ended 31 December 2016 to be held at 37/F, China Merchants Tower, Shun Tak Centre, Nos. 168–200 Connaught Road Central, Hong Kong on Friday, 28 April 2017 at 10:30 a.m. (and at any adjournment thereof).

Please indicate your vote “For” or “Against” with a tick (✔) within the box provided.

		ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS		FOR(Note 4)	FOR(Note 4)	AGAINST(Note 4)	AGAINST(Note 4)
1.	To	receive and adopt the audited consolidated financial statements and the reports of the
	directors and auditor of the Company for the year ended 31 December 2016
2.	To	declare a final dividend	of HK$0.045 per share for the year ended 31 December		2016
3.	(a)	To re-elect Dr. SO Shu Fai as an executive Director
	(b)	To re-elect Mr. YU Zhiliang as an executive Director
	(c)	To re-elect Dr. WONG Wing Kuen, Albert as an independent non-executive Director
	(d)	To re-elect Dr. SHI Xinping as an independent non-executive Director
	(e)	To authorise the board of Directors to fix the Directors’		remuneration
4.	To	re-appoint SHINEWING (HK) CPA Limited as auditor		until the conclusion of the
	Company’s next annual general meeting and authorise the board of Directors of the
	Company to fix their remuneration
5.	To	approve granting the general mandate to the Directors to		allot, issue and deal with the
	Company’s shares
6.	To	approve granting the general mandate to the Directors to repurchase the Company’s
	shares
7.	To	authorise the Directors to extend the general mandate to issue new shares by adding the
	number of shares repurchased

Date:

2017

Signature(s) [(Note][5)]

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS .

2. 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 of the Company registered in your name(s).

3. If any proxy other than the Chairman of the meeting is preferred, please strike out the words “the Chairman of the meeting” and insert the name and address of the proxy desired in the space provided. A member entitled to attend and vote at the AGM may appoint more than one proxy to attend and vote on his behalf provided that if more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed. A proxy need not be a member of the Company. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE MEETING WILL ACT AS PROXY.

4. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, PLEASE TICK (“ ✔ ”) THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST A RESOLUTION, PLEASE TICK (“ ✔ ”) THE BOX MARKED “AGAINST”. If no direction is given, your 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 AGM other than those referred to in the notice convening the AGM.

5. This form of proxy must be signed by you or your attorney duly authorized in writing. In case of a corporation, the same must be either under its common seal or under the hand of an officer or attorney so authorized. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

6. In 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.

7. In order to be valid, this form of proxy together with the power of attorney or other authority (if any) under which it is signed or a certified copy thereof, must be deposited at the Company’s branch share registrar in Hong Kong, Tricor Tengis Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time fixed for holding the AGM or any adjournment thereof.

8. Completion and delivery of the form of proxy will not preclude you from attending and voting at the AGM if you so wish.