Central Development Holdings Limited — AGM Information 2022

Jul 22, 2022

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CENTRAL DEVELOPMENT HOLDINGS LIMITED 中發展控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 475)

FORM OF PROXY FOR ANNUAL GENERAL MEETING TO BE HELD ON THURSDAY, 8 SEPTEMBER 2022 (OR AT ANY ADJOURNMENT THEREOF)

I/We [ (Note 1)] , of

(name of shareholder) (address of shareholder)

being the registered holder(s) of [ (Note 2)] Limited (the “ Company ”) hereby appoint [ (Note 3)] the Chairman of the Annual General Meeting or of

shares of HK$0.01 each in the capital of Central Development Holdings

as my/our proxy to attend and act on my/our behalf at the Annual General Meeting of the Company to be held at 24/F., OfficePlus@Wan Chai, 303 Hennessy Road, Wanchai, Hong Kong on Thursday, 8 September 2022 at 10:00 a.m. or at any adjournment thereof and to vote for me/us on the resolutions referred to in the Notice of the Annual General Meeting (with or without modifications) as indicated below:

	ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	For(Note 4)	Against(Note 4)
1.	To receive and consider the audited consolidated financial statements and the reports of the directors and auditors for theyear ended 31 March 2022.
2.	To re-elect the followingdirectors(the “Director(s)”)of the Company:
	a. Mr. Wu Hao as executive director;
	b. Mr. Li WeiQi,Jackyas non-executive director;
	c. Mr. JinQingjun as an independent non-executive director;and
	d. Ms. ZhongYingjie,Christina as independent non-executive director.
3.	To authorize the board (the “Board”) of the Directors to fix the Directors’ remuneration.
4.	To re-appoint Deloitte Touche Tohmatsu as auditors of the Company and to authorize the Board to fix their remuneration.
5A.	Togrant ageneral mandate to the Directors to issue and allot shares.
5B.	Togrant ageneral mandate to the Directors to repurchase the Company’s own shares.
5C.	To extend the mandate granted under resolution 5A by including the number of shares repurchased bythe Company pursuant to resolution 5B.
	SPECIAL RESOLUTION
6.	To consider and approve the proposed amendments of the existing amended and restated memorandum and articles of association of the Company adopted on 9 September 2016 and to adopt the second amended and restated memorandum and articles of association of Company (Note 5).
Dated	this day	of	2022 Signature_(Note 6)_

Notes:

1. Please insert full name(s) and address(es) in BLOCK CAPITALS.

2. Please insert the number of shares registered in your name(s) to which the proxy relates. 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).

3. If any proxy other than the Chairman of the Annual General Meeting is preferred, strike out the words “the Chairman of the Annual General Meeting or”, and insert the name and address of the proxy desired in the space provided.

4. IMPORTANT: IF YOU WISH YOUR PROXY TO VOTE ON YOUR BEHALF FOR A PARTICULAR RESOLUTION, TICK THE BOX MARKED “FOR”. IF YOU WISH YOUR PROXY TO VOTE AGAINST A PARTICULAR RESOLUTION, TICK THE BOX MARKED “AGAINST” . If you do not indicate how you wish your proxy to vote, your proxy will be entitled to exercise his discretion whether to vote for or against the resolutions or to abstain from voting. Your proxy will also be entitled to vote at his discretion on any amendment to the resolutions referred to in the Notice of the Annual General Meeting which has been properly put to the meeting.

5. The full text appears in the notice convening the Annual General Meeting dated 22 July 2022 issued by the Company.

6. This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must be either under its common seal or under the hand of any duly authorized officer.

7. In the case of joint registered holders of any share, any one of such persons may vote at the Annual General Meeting, either personally or by proxy, in respect of such share as if he were solely entitled thereto, but if more than one of such joint holders is present at the Annual General Meeting personally or by proxy, the person whose name stands first on the register of members in respect of the relevant share will alone be entitled to vote in respect thereof.

8. 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 of attorney or other authority, must be deposited at the office of the Company’s branch Share Registrar, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong on or before 14 August 2022, and with effect from 15 August 2022 onwards, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than 48 hours before the time appointed for the holding of the Annual General Meeting or any adjourned meeting (as the case may be).

9. The proxy need not also be a member of the Company but must attend the Annual General Meeting in person to represent you. 10. Completion and return of this form of proxy will not preclude you from attending and voting in person at the Annual General Meeting if you so wish and in such event, the form of proxy shall be deemed to be revoked.

10. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE DULY INITIALLED BY THE PERSON WHO SIGNS IT.

PERSONAL INFORMATION COLLECTION STATEMENT

• (i) “Personal Data” in this statement has the same meaning as “personal data” in the Personal Data (Privacy) Ordinance, Chapter 486 of the Laws of Hong Kong (the “ PDPO ”).

• (ii) Your supply of Personal Data to the Company is on a voluntary basis. If you fail to provide sufficient information, the Company may not be able to process your appointment of proxy and instructions.

• (iii) Your Personal Data may be disclosed or transferred by the Company to its subsidiaries, the share registrar and transfer office, and/or other companies or bodies for any of the stated purposes, and retained for such period as may be necessary for verification and record purposes.

• (iv) You have the right to request access to and/or correction of your Personal Data in accordance with the provisions of the PDPO. Any such request for access to and/or correction of your Personal Data should be in writing and sent to the Company’s branch Share Registrar, Tricor Investor Services Limited by post.