China City Infrastructure Group Limited — Proxy Solicitation & Information Statement 2016

Apr 28, 2016

==> picture [65 x 66] intentionally omitted <==

==> picture [280 x 43] intentionally omitted <==

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2349)

PROXY FORM FOR ANNUAL GENERAL MEETING (THE ‘‘MEETING’’) OF THE COMPANY TO BE HELD ON 3 JUNE 2016 (OR ANY ADJOURNMENT THEREOF)

I/We (note a)

of

(notenote b) Shares of HK$0.1 each of the share capital of

being the registered holder(s) of (notenote b) Shares of China City Infrastructure Group Limited (the ‘‘Company’’) hereby appoint the Chairman of the Meeting or of

as my/our proxy (note c) at the Meeting to be held at Suite 6208, 62nd Floor, Central Plaza, 18 Harbour Road, Wanchai, Hong Kong on Friday, 3 June 2016 at 11:00 a.m. or at any adjournment thereof and to vote on my/our behalf as directed below.

Please make a mark P in the appropriate boxes to indicate how you wish your vote(s) to be cast (note d).

	ORDINARY RESOLUTIONS			FOR	A	GAINST
1.		To receive and approve the audited consolidated financial statements and the reports ofthe directors (the ‘‘Directors’’) and auditors of the Company for the year ended31 December 2015
2.		(a)To re-elect Mr. Li Chao Bo as executive Director
		(b)To re-elect Ms. Wang Wenxia as executive Director
		(c)To re-elect Mr. Ren Qian as executive Director
		(d)To re-elect Mr. Zhou Kun as non-executive Director
		(e)To authorise the board of Directors to fix the Directors’ remuneration
3.		To re-appoint HLM CPA Limited as the auditors (the ‘‘Auditors’’) of the Company and toauthorise the board of Directors of the Company to fix the remuneration of the Auditors
4.		To grant a general mandate to the Directors to issue, allot and otherwise deal with theCompany’s shares (the ‘‘Shares’’)
5.		To grant a general mandate to the Directors to repurchase the Shares
6.		To extend the general mandate granted to the Directors to allot, issue and deal withadditional shares by addition of the nominal amount of the shares repurchased
7.		To approve the refreshment of the 10% mandate limit under the Share Option Scheme ofthe company

Dated this day of 2016

Signature(s) (notes e, f, g,h and i)

Notes:

• a. Full name(s) and address(es) are to be inserted in BLOCK CAPITALS. b. Please insert the number of Shares registered in your name(s). 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).

• c. Adeleteproxytheneedwordsnot‘‘thebe aChairmanmember ofof thethe MeetingCompany.or’’Ifandyouinsertwish theto appointname andsomeaddresspersonof otherthe personthan theappointedChairmanproxyof inthetheMeetingspace provided.as your proxy, please

d. Ifpleaseyou tickwish(‘‘toPvote’’) theforboxesany ofmarkedthe resolutions‘‘Against’’set. If outthisabove,form returnedplease tickis duly(‘‘P’’signed) the boxesbut withoutmarkedspecific‘‘For’’.directionIf you wishon anyto voteof theagainstproposedany resolutions,resolutions, the proxy will vote or abstain at his/her 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/her discretion. A proxy will also be entitled to vote at his/her discretion on any resolution properly put to the Meeting other than those set out in the notice convening the Meeting.

• e. 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 holder 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.

• f. The form of proxy must be signed by a shareholder of the Company, or his/her 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.

• g. 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 suchCentre,power183 Queenor authority’s RoadmustEast,beWanchai,depositedHongat theKongHongnotKonglater branchthan 48sharehoursregistrarbefore theof timethe Company,of the MeetingTricororTengisany adjournedLimited meeting.at Level 22, Hopewell

• h. Any alteration made to this form should be initialed by the person who signs the form.

• i. Completion and return of this proxy will not preclude you from attending in person and voting at the Meeting.