C&D Property Management Group Co., Ltd — Proxy Solicitation & Information Statement 2015

Dec 8, 2015

CHINA SANDI HOLDINGS LIMITED 中國 三 迪控 股有 限公 司

(incorporated in Bermuda with limited liability)

(Stock Code: 910)

PROXY FORM

Form of proxy for use by shareholders at the special general meeting to be held at 11:00 a.m. on Monday, 28 December 2015 at 6/F, Ibis Hong Kong Central & Sheung Wan Hotel, No. 28 Des Voeux Road West, Sheung Wan, Hong Kong or any adjournment thereof

I/We (note a) of

being the registered holder(s) of

(note b) ordinary shares of HK$0.01 each (the “ Ordinary Share(s) ”)

of China Sandi Holdings Limited (“ Company ”) hereby appoint the Chairperson of the meeting or

of

to act as my/our proxy (note c) at the special general meeting of the Company to be held at 11:00 a.m. on Monday, 28 December 2015 at 6/F, Ibis Hong Kong Central & Sheung Wan Hotel, No. 28 Des Voeux Road West, Sheung Wan, Hong Kong and at any adjournment thereof (the “ SGM ”) and to vote for me/us and on my/our behalf in respect of the resolutions as set out in the notice convening the SGM (the “ Notice ”) as indicated below and, if no such indication is given, as my/our proxy thinks fit.

	ORDINARY RESOLUTIONS (note d)	ORDINARY RESOLUTIONS (note d)	ORDINARY RESOLUTIONS (note d)	FOR (note e)	AGAINST (note e)
1.	(a) Approving the allotment and issue of the Rights Shares to the Qualifying Shareholders whose name(s) appear on the register of members of the Company on the Record Date on the basis of two Rights Shares for every one Ordinary Share held on the Record Date; (b) authorising the Directors to allot and issue the Rights Shares pursuant to or in connection with the Rights Issue to the Qualifying Shareholders and to make such exclusion or other arrangements in relation to the Non-Qualifying Shareholders as they deem necessary or expedient; and (c) authorising any one Director to sign and execute such documents and do all such acts and things incidental to the Rights Issue as he considers necessary, or otherwise expedient in connection with the implementation of or giving effect to the Rights Issue and the transactions contemplated thereunder.
2.	Approving the absence of arrangements for application for the Rights Shares by the Qualifying Shareholders in excess of their entitlements under the Rights Issue as referred to in Rule 7.21 of the Listing Rules.
3.	(a) Approving, confirming and ratifying the Underwriting Agreement and the transactions contemplated thereunder; and (b) authorising any one Director to sign and execute such documents and do all such acts and things incidental to the Underwriting Agreement as he considers necessary, or otherwise expedient in connection with the implementation of or giving effect to the Underwriting Agreement and the transactions contemplated thereunder
4.	Approving t	he Whitewash Waiver.
Dated the Sharehold		day of	2015 (notes f, g and h)
	er’s signature

Notes:

• a. Full name(s) and address(es) are to be inserted in BLOCK CAPITALS.

• b. Please insert the number of the Ordinary Shares registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all the Ordinary Shares registered in your name(s).

• c. A proxy need not be a member of the Company. If you wish to appoint some person other than the Chairperson of the Meeting as your proxy, please delete the words “the Chairperson of the meeting or” and insert the name and address of the proxy desired in the space provided.

• d. The description of each resolution is by way of summary only. Please refer to the Notice for the full text of the resolutions.

• e. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTIONS, PLEASE TICK IN THE APPROPRIATE BOXES BELOW THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST THE RESOLUTIONS, PLEASE TICK IN THE APPROPRIATE BOXES BELOW THE BOX MARKED “AGAINST”. 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 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 discretion. A proxy will also be entitled to vote at his discretion on any resolution properly put to the meeting other than those set out in the Notice.

• f. 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.

• g. 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.

• h. 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, Tricor Tengis Limited of Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not later than 48 hours before the time of the meeting or any adjourned meeting.

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

• j. Completion and delivery of the form of proxy will not preclude you from attending and voting at the meeting if you so wish.