China Dongxiang (Group) Co., Ltd. — Proxy Solicitation & Information Statement 2016

Apr 21, 2016

China Dongxiang (Group) Co., Ltd. 中 國 動 向（ 集 團 ）有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

Number of Shares to which this proxy form relates[(note][1)]

(Stock code: 3818)

FORM OF PROXY FOR EXTRAORDINARY GENERAL MEETING

I/We[(note][2)]

of

being the registered holder(s) of ordinary shares of HK$0.01 each (the ‘‘Shares’’)Shares’’)’’) in the capital of CHINA DONGXIANG (GROUP) CO., LTD. (the ‘‘Company’’), hereby APPOINT THE CHAIRMAN OF THE EXTRAORDINARY GENERAL MEETING or[(note][3)]

ordinary shares of HK$0.01 each (the ‘‘Shares’’)Shares’’)’’)

of

as my/our proxy to vote and act for me/us at Extraordinary General Meeting of the Company (‘‘EGM’’) (and at any adjournment thereof) to be held at Regus, 35/F, Central Plaza, 18 Harbour Road, Hong Kong on Wednesday, 18 May 2016 at 10: 45 a.m. in respect of the ordinary resolutions listed in the notice of the EGM as indicated hereunder. Failure to complete the boxes will entitle my/our proxy to vote or abstain at his/her own discretion.

		AGAINST(note 4)	AGAINST(note 4)
ORDINARY RESOLUTIONS	FOR(note 4)	AGAINST(note 4)
To approve the Framework Agreement (as defined in the circular of theCompany dated 22 April 2016) and its annual caps.

[5)] Signature[(note] :

Date:

Notes:

1. Please insert the number of Shares in the Company registered in your name(s) to which this proxy form relates. Failure to fill in the aforesaid number of Shares will result in this form of proxy being deemed to relate to all the Shares in the Company registered in your name(s).

2. Full name(s) and address(es) must be inserted in BLOCK CAPITALS. The names of all joint holders should be stated.

3. If any proxy other than the Chairman is preferred, strike out ‘‘THE CHAIRMAN OF THE EXTRAORDINARY GENERAL MEETING or’’ herein inserted and insert the name and address of the proxy desired in the space provided. A shareholder is entitled to appoint one or more proxies to attend and vote on his/her behalf at the EGM provided that if more than one proxy is so appointed, the appointment shall specify the number and class of Shares in respect of which each such proxy is so appointed. The proxy or proxies need not be a member of the Company to represent you.

4. The description of these resolutions is by way of summary only. The full text appears in the notice convening the EGM. 5. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, TICK (H) THE BOX MARKED ‘‘FOR’’ BESIDE THE RESPECTIVE RESOLUTION. IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, TICK (H) THE BOX MARKED ‘‘AGAINST’’ BESIDE THE RESPECTIVE RESOLUTION. Failure to complete any or all the boxes for each item will entitle your proxy to cast his vote(s) or abstain at his/her discretion.

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

6. In the case of joint holders of any Shares, 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 of the Company.

7. To be valid, this form of proxy, together with the power of attorney (if any) or other authority (if any) under which it is signed or a notarially certified copy thereof, must be deposited with the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the commencement of the EGM or any adjournment thereof (as the case may be).

8. Completion and delivery of this form of proxy will not preclude you from attending and voting at the EGM or any adjournment thereof if you so wish.

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

10. The notice convening the EGM is set out in the circular of the Company dated 22 April 2016.