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Chiho Environmental Group Limited Proxy Solicitation & Information Statement 2011

May 31, 2011

49598_rns_2011-05-31_7acc5f26-9ca5-47a4-a3b4-5f704875f861.pdf

Proxy Solicitation & Information Statement

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==> picture [118 x 65] intentionally omitted <==

CHIHO-TIANDE GROUP LIMITED 齊合天地集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 976)

FORM OF PROXY FOR USE AT THE EXTRAORDINARY GENERAL MEETING (the “EGM”) TO BE HELD ON FRIDAY, 24 JUNE 2011 (or at any adjournment thereof)

I/We[(note][2)]

of

being the registered holder(s) of[(note][3)] shares of HK$0.01 each in the share capital of Chiho-Tiande Group Limited (the “Company”),

HEREBY APPOINT[(note][4)]

of

or failing him, the Chairman of the EGM, as my/our proxy to attend and vote for me/us at the EGM (or at any adjournment thereof) of the Company to be held at Room 1412, 14/F., Shun Tak Centre West Tower, 168-200 Connaught Road Central, Hong Kong on Friday, 24 June 2011 at 10:00 a.m. and in particular (but without limitation) at such meeting (or at any adjournment thereof) on a poll to vote for me/us and in my/our name(s) in respect of the Resolutions set out in the Notice of EGM as indicated below or, if no such indication is given as my/our proxy thinks fit.

FOR[(note][5)] AGAINST[(note][5)] Ordinary Resolutions 1 To approve the grant of Share Options to Mr. Fang Ankong (“ Mr. Fang ”), an Executive Director and a controlling shareholder of the Company, to subscribe for 16,500,000 Shares of HK$0.01 each in the capital of the Company at an exercise price of HK$6.388 per share under the Post-IPO Share Option Scheme and on such other terms as the Directors of the Company consider appropriate and to authorise the Directors to do all such acts and execute all such documents as may be necessary, desirable or expedient to give full effect to the grant of the Share Options to Mr. Fang and the issue of Shares upon exercise of the Share Options by Mr. Fang. 2 To approve the grant of Share Options to Mr. Stephanus Maria van Ooijen (“ Mr. van Ooijen ”), an Executive Director and a controlling shareholder of the Company, to subscribe for 1,000,000 Shares of HK$0.01 each in the capital of the Company at an exercise price of HK$6.388 per share under the Post-IPO Share Option Scheme and on such other terms as the Directors of the Company consider appropriate and to authorise the Directors to do all such acts and execute all such documents as may be necessary, desirable or expedient to give full effect to the grant of the Share Options to Mr. van Ooijen and the issue of Shares upon exercise of the Share Options by Mr. van Ooijen.

Date: 2011 Signature[(note][6)] :

Notes:

  1. Important: You should first review the Notice of the Extraordinary General Meeting and the Circular to the Shareholders issued by the Company on 1 June 2011 before appointing a proxy.

  2. Please insert the full name(s) (in Chinese or in English) and address(es) (as shown in the register of members) in block letters.

  3. Please insert the number of shares registered in your name(s) to which this form of proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all the shares in the Company registered in your name(s).

  4. Please insert the name and address of the proxy desired. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE MEETING WILL ACT AS YOUR PROXY. A shareholder may appoint one or more proxies to attend and vote in his stead. A proxy need not be a shareholder of the Company. A proxy of a shareholder who has appointed more than one proxy may only vote on a poll. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE DULY INITIALLED BY THE PERSON WHO SIGNS IT.

  5. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, PLEASE TICK IN THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, PLEASE TICK IN 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. Unless you have indicated otherwise in this form of proxy, your proxy will also be entitled to vote at his discretion on any Resolution properly put to the Extraordinary General Meeting other than those referred to in the notice convening the Meeting.

  6. This form of proxy must be signed by you or your attorney duly authorized in writing or, in the case of a legal entity, must either be executed under seal or under the hand of a director or an attorney duly authorized to sign the same. If this form of proxy is signed by an attorney of the appointor, the power of attorney authorizing that attorney to sign, or other document of authorization, must be notarised.

  7. Where there are joint holders of any Share, any one of such joint holders may vote, either in person or by proxy, in respect of such Share as if he/she were solely entitled thereto, but if more than one of such joint holders are present at the meeting, the vote of the senior holder 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). For this purpose, seniority shall be determined by the order in which the names stand on the register of members of the Company in respect of the joint holding.

  8. To be valid, a form of proxy and the power of attorney or other authority (if any) under which it is signed or a certified copy of that power or authority, must be deposited at the Company’s Hong Kong Share Registrar and Transfer Office, 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 meeting or any adjournment thereof.

  9. Completion and return of the form of proxy will not preclude a shareholder of the Company from attending and voting in person at the EGM or any adjournment thereof and in such event, the form of proxy will be deemed to be revoked.

  10. The Register of Members will be closed from Wednesday, 22 June 2011 to Friday, 24 June 2011, both days inclusive, during which period no transfer of Shares will be registered. In order to determine the identity of the shareholders of the Company who are entitled to attend and vote at the EGM, all duly completed transfer forms accompanied by the relevant share certificates must be lodged with the Company’s Hong Kong Share Registrar and Transfer Office, Computershare Hong Kong Investor Services Limited, at Shop 1712-1716, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, no later than 4:30p.m. on Tuesday, 21 June 2011.

  11. According to Rule 13.39(4) of the Listing Rules, any vote of Shareholders at a general meeting of the Company must be taken by poll. Accordingly, the Chairman of the EGM will exercise his power under the Articles of Association of the Company to demand a poll in relation to all proposed ordinary resolutions at the EGM.