C Cheng Holdings Limited — Proxy Solicitation & Information Statement 2019

Apr 24, 2019

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C CHENG HOLDINGS LIMITED 思城控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1486)

FORM OF PROXY FOR USE AT THE ANNUAL GENERAL MEETING (OR ANY ADJOURNMENT THEREOF)

I/We (Note a) of

being the registered holder(s) of (Note b) share(s) of Holdings Limited (“ the Company ”) HEREBY APPOINT THE CHAIRMAN OF THE MEETING or (Note c) of

share(s) of HK$0.01 each in the capital of C Cheng

to act as my/our proxy/proxies at the annual general meeting of the Company to be held at Bauhinia Room of 4/F., Marco Polo Hong Kong Hotel, 3 Canton Road, Harbour City, Tsim Sha Tsui, Kowloon, Hong Kong on Wednesday, 5 June 2019 at 10:00 a.m. (the “ Meeting ”) (or any adjournment thereof) for the purposes of considering the businesses as set out in the notice convening the Meeting and at the Meeting to vote on my/our behalf as directed below or, if no such indication is given, as my/our proxy/proxies think(s) fit.

Please make a “✓” mark in the appropriate boxes to indicate how you wish your vote(s) to be cast (Note d) .

	ORDINARY RESOLUTIONS		FOR		AGAINST
1.	To receive, consider and approve the audited financial statements of the Company
	and the reports of the directors and auditors of the Company for the year ended 31
	December 2018
2.	To declare a final dividend
3.	(a)To re-elect Mr. Liang Ronald as an executive director of the Company
	(b)To re-elect Mr. Wang Jun You as an executive director of the Company
	(c)To re-elect Mr. Yu Chi Hang as an independent non-executive director of the
	Company
	(d)To authorise the board of directors to fix the remuneration of the directors of
	the Company
4.	To re-appoint Messrs. Deloitte Touche Tohmatsu as the	Company’s auditors and
	authorise the board of directors to fix their remuneration
5.	To grant a general mandate to the directors to allot, issue and deal with new shares
6.	To grant a general mandate to the directors to repurchase shares
7.	To extend the general mandate granted to the directors to issue new shares by adding
	the number of shares repurchased by the Company
8.	To approve the proposed refreshment of Scheme Mandate Limit (as defined in the
	circular of the Company dated 25 April 2019).

Dated the day of 2019

Shareholder’s signature (Notes e, f, g and h)

Notes:

(a) Full name(s) and address(es) as shown in the register of members of the Company are to be inserted in BLOCK CAPITALS. The name of all joint holders should be stated. (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 issued share capital of the Company registered in your name(s).

• (c) A proxy need not be a member of the Company but must attend the Meeting in person to represent you. If you wish to appoint another 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 as your proxy in the space provided.

• (d) If this form returned is duly signed but without specific direction on any of the proposed resolutions, the proxy will vote or abstain at his/her discretion in respect of all resolutions; or if in respect of a particular proposed resolution there is no specific direction, the proxy will, in relation to that particular proposed resolution, vote or abstain at his/her discretion. A proxy will also be entitled to vote at his/her discretion on any resolution 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 holders 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/her 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 at the offices of the Company’s Hong Kong branch share registrar and transfer office, Union Registrars Limited, Suites 3301–04, 33/F., Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong as soon as possible and in any event not later than 48 hours before the time for holding the Meeting or any adjourned meeting thereof.

• (h) Any alteration made to this form should be initialed by the person who signed the form.

• (i) Completion and return of this form of proxy will not preclude you from attending and voting in person at the Meeting if you so wish. If you attend and vote at the Meeting, this form of proxy will be deemed to be revoked.