Central China Real Estate Limited — Proxy Solicitation & Information Statement 2021

Apr 12, 2021

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(Stock Code: 0832)

FORM OF PROXY FOR THE ANNUAL GENERAL MEETING TO BE HELD ON 12 MAY 2021

I/We[1]

of

shares[[2]] of HK$0.10 each (“ Shares ”) in the share capital of Central

being the registered holder(s) of shares[[2]] of HK$0.10 each (“ Shares ”) in the share capital of Central China Real Estate Limited (the “ Company ”), hereby appoint[3] of or failing him, the chairman of the meeting as my/our proxy to attend and vote for me/us and on my/our behalf at the annual general meeting of the Company (the “ AGM ”) to be held at 7701B-7702A, Level 77, International Commerce Centre, 1 Austin Road West, Kowloon, Hong Kong on Wednesday, 12 May 2021 at 3:00 p.m. or any adjournment thereof for the purpose of considering and, if thought fit, passing the resolutions as set out in the notice of the AGM as indicated below and, if no such indication is given, as my/our proxy thinks fit.

	ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	FOR4	AGAINST4
1.	To consider and approve the audited consolidated financial statements and the reports of the directors of the Company and the auditor of the Company for the financial year ended 31 December 2020.
2.	To declare a final dividend of HK$26.80 cents per Share of the Company for the year e December 2020.		nded 31
3.	(A) To re-elect Mr. WangJun as an executive Director.
	(B) To re-elect Mr. CheungShek Lun as an independent non-executive Director.
	(C) To re-elect Mr. Xin Luo Lin as an independent non-executive Director.
	(D) To re-elect Ms. Chen Yingas a non-executive Director.
	(E) To authorise the board of directors of the Company to fix the remuneratio respective directors of the Company.		n of the
4.	To re-appoint KPMG as the Company’s auditor and authorise the board of director Companyto fix their remuneration for theyear ending31 December 2021.		s of the
5.	(A) Togrant ageneral mandate to the directors of the Companyto issue additional Sha		res.
	(B) Togrant ageneral mandate to the directors of the Companyto repurchase Shares.
	(C) To extend thegeneral mandategranted to the directors of the Companyto issue Sh		ares.
		SPECIAL RESOLUTION		FOR4	AGAINST4
6.	t	To approve the proposed amendments to the articles of association of the Company and he amended and restated articles of association of the Company.	to adopt
Dated t	his	2021 Signature5:

Notes:

1. Please insert your full name and address in BLOCK CAPITALS in the space provided. The names of all joint holders should be stated.

2. Please insert the number of Shares to which this proxy form relates in the space provided. If a number is inserted, this proxy form will be deemed to relate only to those Shares. If not, this proxy form will be deemed to relate to all the Shares registered in your name (whether alone or jointly with others).

3. Please insert the full name(s) and address(es) of the proxy desired. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE AGM WILL ACT AS YOUR PROXY. A proxy needs not be a member of the Company but must attend the AGM in person to represent you. A member entitled to attend and vote at the AGM is entitled to appoint one or more proxies to attend and vote in his stead. If you appoint more than one proxy, such proxies may only exercise the voting rights by way of poll.

4. IMPORTANT: If you wish to vote for any resolution, please tick in the appropriate box marked “For”. If you wish to vote against any resolution, please tick in the appropriate box marked “Against”. Failure to tick a box will entitle your proxy to cast your vote in respect of such resolution 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 of AGM.

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

6. The full descriptions of the resolutions proposed to be considered and approved at the AGM are set out in the notice of AGM dated 12 April 2021, which is also available at the Company’s website at www.jianye.com.cn.

7. In the case of joint holders of any Share, any one of such holders may vote at the AGM, either personally or by proxy, in respect of such Share as if he were solely entitled thereto. However, if more than one of such joint holders is present at the AGM, personally or by proxy, the vote of the joint holder whose name stands first in the register of members of the Company and who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holder(s).

8. 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 notarially certified copy of that power or authority, must be deposited with the Company’s Hong Kong branch share registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the AGM or any adjourned meeting. Return of this form of proxy will not preclude you from attending and voting in person, at the AGM if you so wish and in such event, this form of proxy shall be deemed to be revoked.

9. Any alteration made to this form of proxy must be initiated by the person who signs it.

10. For identification purpose only