China Carbon Neutral Development Group Limited — Proxy Solicitation & Information Statement 2015

Jul 27, 2015

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EXCEL DEVELOPMENT (HOLDINGS) LIMITED 怡 益 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1372)

FORM OF PROXY FOR USE AT THE ANNUAL GENERAL MEETING TO BE HELD ON 27 AUGUST 2015 (OR ANY ADJOURNMENT THEREOF)

I/We[(note][1)]

being shareshares of HK$0.01 each

of being the registered holder(s) of[(note][2)] shareshares of HK$0.01 each in the share capital of Excel Development (Holdings) Limited (the ‘‘Company’’), HEREBY APPOINT THE CHAIRMAN OF THE[3)] MEETING, or[(note] of as

my/our proxy to attend the Annual General Meeting (or any adjournment thereof) of the Company to be held at Montparnasse Room I-II, 2/F, Regal Kowloon Hotel, 71 Mody Road, Tsimshatsui, Kowloon, Hong Kong on 27 August 2015 (Thursday) at 10: 30 a.m. and vote for me/us and on my/our behalf in respect of the following resolutions as indicated below.

Ordinary Resolutions	Ordinary Resolutions	For(note 4)	Against(note 4)
1.	To receive and adopt the audited consolidated financial statements of the Company andthe reports of the directors of the Company and the independent auditors of the Company(‘‘Auditors’’) for the year ended 31 March 2015.
2.	To re-elect Mr. Wong Hin Shek as an executive director of the Company.
3.	To re-elect Ms. Chu Yin Yin, Georgiana as an independent non-executive director of theCompany.
4.	To re-elect Mr. Yip Tai Him as an independent non-executive director of the Company.
5.	To re-elect Mr. Chan Kai Wing as an independent non-executive director of theCompany.
6.	To authorise the board of directors of the Company to fix the directors’ remuneration.
7.	To re-appoint Ernst & Young as the Auditors and to authorise the board of directors ofthe Company to fix their remuneration.
8.	To grant a general mandate to the directors of the Company to allot, issue and deal withadditional shares of the Company not exceeding 20% of the aggregate nominal amount ofthe issued share capital of the Company as at the date of passing of this resolution.
9.	To grant a general mandate to the directors of the Company to repurchase the Company’sshares not exceeding 10% of the aggregate nominal amount of the issued share capital ofthe Company as at the date of passing of this resolution.
10.	To extend the general mandate granted to the directors of the Company to issue, allot anddeal with additional shares in the capital of the Company by the aggregate nominalamount of shares repurchased by the Company.

Dated Signature[(note][7)]

Notes:

1. Please insert full names and addresses in BLOCK CAPITALS.

2. Please insert the number of ordinary shares of HK$0.01 each in the capital of the Company registered in your name(s). If no number is inserted, this proxy form will be deemed to relate to all the shares in the Company registered in your name(s).

3. If any proxy other than the Chairman of the Meeting is preferred, strike out ‘‘THE CHAIRMAN OF THE MEETING, or’’ and insert the name and address of the proxy desired in the space provided.

4. Please indicate with ‘‘H‘‘ in the spaces opposite to each of the resolutions how you wish the proxy to vote on your behalf. In the absence of any such indication the proxy may vote for or against the resolutions or may abstain at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the Annual General Meeting other than those referred to in the notice convening the Annual General Meeting. Shares abstained (if any) will not be counted in the calculation of the required majority.

5. You are requested to lodge this form, together with the power of attorney (if any) or other authority (if any) under which it is signed or a notarially certified copy thereof, at the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible and in any event not later than 48 hours in advance of the time fixed for the Annual General Meeting or any adjournment thereof.

6. In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holder(s), and for this purpose seniority will be determined by the order in which the names stand in the register of members.

7. This proxy form 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 officer or attorney or other person duly authorised. A proxy need not be a shareholder of the Company.

8. Any alterations made to this proxy form must be initialed by the person who signs it.

9. Completion and return of this proxy form will not preclude you from attending and voting in person at the Annual General Meeting (or any adjournment thereof) if you wish to do so.