China Lilang Limited — Proxy Solicitation & Information Statement 2014

Mar 21, 2014

CHINA LILANG LIMITED 中國利郎有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1234) PROXY FORM

Form of proxy for use by shareholders at the annual general meeting to be held at Regus Conference Centre, 35th Floor, Central Plaza, 18 Harbour Road, Wan Chai, Hong Kong on 28 April 2014 at 10:30 a.m.

I/We (note a)

of

being the registered holder(s) of (note b) shares (the ‘‘Shares’’)

of HK$0.10 each in the capital of China Lilang Limited (the ‘‘Company’’) hereby appoint the chairman of the annual general meeting (the ‘‘Meeting’’) of the Company or

of

to act as my/our proxy (note c) at the Meeting to be held at Regus Conference Centre, 35th Floor, Central Plaza, 18 Harbour Road, Wan Chai, Hong Kong on 28 April 2014 at 10:30 a.m. (or 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 on a poll.

Please make a mark (‘‘P’’) in the appropriate boxes to indicate how you wish your vote(s) to be c	Please make a mark (‘‘P’’) in the appropriate boxes to indicate how you wish your vote(s) to be c	Please make a mark (‘‘P’’) in the appropriate boxes to indicate how you wish your vote(s) to be c	Please make a mark (‘‘P’’) in the appropriate boxes to indicate how you wish your vote(s) to be c	ast on a poll.
ORDINARY RESOLUTIONS					FOR (note d)	AGAINST (note d)
1.	To receive and approve the audited consolidated financial statements of the Company and its s the reports of the directors (the ‘‘Directors’’) and auditor (the ‘‘Auditor’’) of the Company for 31 December 2013.			ubsidiaries and the year ended
2.	To declare a final dividend of HK16 cents per ordinary share and a special final dividend of ordinary share for the year ended 31 December 2013.			HK5 cents per
3.	(i) To re-elect Mr. Wang Liang Xing as executive Director.
	(ii) To re-elect Mr. Hu Cheng Chu as executive Director.
	(iii) To re-elect Mr. Wang Ru Ping as executive Director.
	(iv) To re-elect Dr. Lu Hong Te as independent non-executive Director.
4.	To authorise the board (the ‘‘Board’’) of Directors to fix the remuneration of the Directors.
5.	To re-appoint KPMG as the Auditor for the year ending 31 December 2014 and to authorise t their remuneration.			he Board to fix
6.	To grant a general and unconditional mandate to the Directors to allot, issue and deal with addi the Company not exceeding 20% of the aggregate nominal amount of the share capital of t issue as at the date of the passing of the relevant resolution.			tional shares in he Company in
7.	To grant a general and unconditional mandate to the Directors to repurchase shares in the exceeding 10% of the aggregate nominal amount of share capital of the Company in issue as at passing of the relevant resolution.			Company not the date of the
8.	Conditional upon resolutions 6 and 7 being passed, the general and unconditional mandate Directors to allot, issue and deal with additional shares of the Company pursuant to resolution by the addition thereto of an amount representing the aggregate nominal amount of the shar Company repurchased by the Company under the authority granted pursuant to resolution 7.			granted to the 6 be extended e capital of the
Dated this		day of	2014. Signature(s)	(notes e to j)

Notes:

• a Full name(s) and address(es) are to be inserted in BLOCK CAPITAL LETTERS. The names of all joint registered holders should be stated. b Please insert the number of Shares registered in your name(s) to which the proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all the Shares in the share capital of the Company registered in your name(s).

• c Achairmanproxy needof thenotannualbe a generalmembermeetingof the (theCompany.‘‘MeetingIf you’’) ofwishthe Companyto appointorsome’’ andpersoninsert otherthe namethanandtheaddresschairmanof theof thepersonMeetingappointedas yourin theproxy,spacepleaseprovided.deleteAthememberwordsof‘‘thethe Company entitled to attend and vote at the Meeting is entitled to appoint in written form one or, if he is the holder of two or more Shares, more proxies to attend and vote instead of him.

• d theIf youboxeswishmarkedto vote‘‘forAgainstany ’’of. Ifthetheresolutionsform returnedset outisabove,duly signedpleasebuttickwithout(‘‘P’’) specificthe boxesdirectionmarkedon‘‘Forany’’. ofIf youthe proposedwish to voteresolutions,against anythe ofproxythe resolutions,will vote orpleaseabstaintickat (his/her‘‘P’’) 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. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the meeting other than those referred to in the notice convening the meeting.

• e In the case of joint holders of Shares, 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 personally or by proxy, then one of the said persons so present whose name stands first on the register in respect of such share shall alone be entitled to vote in respect thereof.

• f The instrument appointing a proxy shall be in writing under the hand of the appointor or of his/her attorney duly authorised in writing, or if the appointor is a corporation, either under seal or under the hand of an officer or attorney duly authorised.

• g InInvestororder toServicesbe valid,Limitedthe format 17Mof proxyFloor,mustHopewellbe depositedCentre,with183 theQueenHong’s RoadKongEast,shareWanchai,registrar Hong(the ‘‘KongHong (togetherKong SharewithRegistrarthe power’’) ofoftheattorneyCompany,or otherComputershareauthority, ifHongany, underKong which it is signed or a notarially certified copy thereof) not less than 48 hours before the time fixed for holding of the Meeting or any adjournment thereof.

• h The register of members of the Company will be closed from 24 April 2014 to 28 April 2014 (both days inclusive), during which period no transfer of the Shares will be effected.with the HongIn orderKongto qualifyShare Registrarfor attendingat Shopsthe above1712–1716,meeting17thor Floor,any adjournmentHopewell Centre,thereof,183all Queentransfers’s Roadof SharesEast, accompaniedWan Chai, Hongby theKongrelevantby nosharelater thancertificates4:30 p.m.mustonbe23lodgedApril 2014.

• i Completion and delivery of an instrument appointing a proxy should not preclude a member from attending and voting in person at the Meeting or any adjournment thereof and in such event, the instrument appointing a proxy shall be deemed to be revoked.

• j Any alteration made to this form should be initialled by the person(s) who sign(s) the form.