China First Capital Group Limited — Proxy Solicitation & Information Statement 2016

Apr 25, 2016

CHINA FIRST CAPITAL GROUP LIMITED 中國首控集團有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 1269)

FORM OF PROXY

Form of proxy for use by shareholders at the annual general meeting to be held at Units 4501–02 & 12–13, 45/F, The Center, 99 Queen’s Road Central, Hong Kong on Wednesday, 8 June 2016 at 9:30 a.m. (or any adjournment thereof).

I/We [(Note][1)]

of

being the registered holder(s) of

(Note 2) shares (the “ Shares ”) of HK$0.10 each in the issued share capital

of China First Capital Group Limited (the “ Company ”) hereby appoint the Chairman of the annual general meeting (the “ Meeting ”) [(Note][3)] of the Company or

of

to act as my/our proxy to attend and vote for me/us and on my/our be half at the Meeting to be held at Units 4501–02 & 12–13, 45/F, The Center, 99 Queen’s Road Central, Hong Kong on Wednesday, 8 June 2016 at 9:30 a.m. (or any adjournment thereof) for the purpose of considering and, if thought fit, passing the resolutions as set out in the notice (the “ Notice ”) convening the Meeting and at the Meeting (or any adjournment thereof) to vote for me/us and in my/our name(s) in respect of such resolutions as hereunder indicated: [(Note][4)]

		ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	FOR (Note 4)	FOR (Note 4)	AGAINST (Note 4)	AGAINST (Note 4)
1.	To	receive and consider the audited consolidated financial statements of the Company and
	its	subsidiaries for the year ended 31 December 2015, Directors’ Report and Independent
	Auditors’ Report.
2.	(a)	To re-elect Mr. Wilson Sea as an executive director of the Company (the “Director”).
	(b)	To re-elect Mr. Tang Ming Yang as an executive Director.
	(c)	To re-elect Mr. Li Hua as		a non-executive Director.
	(d)	To re-elect Mr. Chu Kin Wang, Peleus as an independent non-executive Director.
	(e)	To re-elect Mr. Zhang Jinhua as an independent non-executive Director.
3.	To	authorise the board of Directors (the “Board”) to fix the Directors’ remuneration for
	the	year ending 31 December 2016.
4.	To	re-appoint Deloitte Touche		Tohmatsu Certified Public Accountants as the auditors of
	the	Company and to authorise the Board to fix their remuneration.
5.	To	grant a general mandate to the Board to allot, issue and deal with the Company’s
	additional shares of the Company as set out in resolution no. 5 of the Notice.
6.	To	grant a general mandate to the Board to repurchase the Company’s shares as				set out in
	resolution no. 6 of the Notice.
7.	To	extend the general mandate		to the Board to allot, issue and deal with such number of
	additional shares of the Company as may be repurchased by the Company as					set out in
	resolution no. 7 of the Notice.

Date:

Signature [(Note][5)]

Notes:

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

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

3. If any proxy other than the Chairman of the Meeting is preferred, strike out “the Chairman of the annual general meeting (the “Meeting”) of the Company or” and insert the name and address of the proxy desired in the space provided. Any alternation made to this form of proxy must be initialled by the person who signs it. If no name is inserted, the Chairman of the Meeting will, subject to the limitation as hereinafter mentioned, act as your proxy.

4. Important: If you wish to vote for a resolution, place a tick in the corresponding box under the column marked “ FOR ”. If you wish to vote against a resolution, place a tick in the corresponding box under the column marked “ AGAINST ”. If no direction is given, your proxy may vote or abstain as he/she thinks fit. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the Meeting other than those referred to in the Notice.

5. 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 an officer, attorney or other person duly authorised to sign the same.

6. In order to be valid, this form of proxy and the power of attorney (if any) or other authority (if any) under which it is signed, or a certified copy of such power or authority, must be lodged with the Company’s Hong Kong branch share registrar and transfer office, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as practicable and in any event not less than 48 hours before the time appointed for holding of the Meeting or the adjourned Meeting.

7. In the case of joint registered holders of any Shares, any one of such joint registered holders may vote at the Meeting, either personally or by proxy, in respect of such Shares as if he/she were solely entitled thereto; but if more than one of such joint registered holders be present at the Meeting, the vote of the senior who tenders a vote either personally or by proxy shall be accepted to the exclusion of the votes of the other joint registered holders and, for this purpose, seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.

8. The proxy need not be a member of the Company but must attend the Meeting in person to represent you.

9. Completion and return of this form will not preclude you from attending and voting at the Meeting if you so wish. If you attend and vote at the Meeting, the authority of your proxy will be revoked.

10. Re-election of each Director under resolution numbered 2 shall be voted upon by way of separate resolutions. Details of the retiring Directors are set out in the circular of the Company dated 26 April 2016.