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CHINA STATE CONSTRUCTION DEVELOPMENT HOLDINGS LIMITED Proxy Solicitation & Information Statement 2013

Apr 15, 2013

49495_rns_2013-04-15_df92f16c-07ef-4221-81ab-c668c3129963.pdf

Proxy Solicitation & Information Statement

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(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 830)

PROXY FORM FOR THE ANNUAL GENERAL MEETING TO BE HELD ON 31 MAY 2013

I/We[(Note][1)]

of

being the registered holder(s) of[(Note][2)]

ordinary shares (the “Shares”) of HK$0.01 each in the share capital of

Far East Global Group Limited (the “Company”), HEREBY APPOINT THE CHAIRMAN OF THE MEETING[(Note][3)] , or

of

as my/our proxy to attend and act for me/us and on my/our behalf at the annual general meeting of the Company to be held at 16th Floor, Eight Commercial Tower, 8 Sun Yip Street, Chai Wan, Hong Kong on Friday, 31 May 2013 at 11: 00 a.m. (and at any adjournment thereof) (the “Meeting”) for the purpose of considering and, if thought fit, passing the resolutions as set out in the notice convening the Meeting and at the Meeting to vote for me/us and in my/our name(s) in respect of such resolutions as hereunder indicated, or, if no such indication is given, as my/ our proxy thinks fit. My/our proxy will also be entitled to vote on any matter properly put to the Meeting in such manner as he/she thinks fit.

ORDINARY RESOLUTIONS (Note 4) ORDINARY RESOLUTIONS (Note 4) FOR (Note 5) AGAINST (Note 5)
1. To receive and adopt the audited consolidated financial statements for the year ended 31December 2012 together with the reports of the Directors and Auditor.
2. (a)To re-elect Mr. Wang Hai as Director.
(b)To re-elect Mr. Zhou Jinsong as Director.
(c)To re-elect Mr. Yen Homer Shih Hung as Director.
3. To authorise the Board to fix the remuneration of the Directors.
4. To re-appoint PricewaterhouseCoopers as the auditor of the Company and to authorise theBoard to fix its remuneration.
5. To give a general mandate to the Directors to allot, issue and dispose of additional shares ofthe Company, not exceeding 20% of the issued share capital of the Company at the date ofthis Resolution.
6. To give a general mandate to the Directors to repurchase shares of the Company, notexceeding 10% of the issued share capital of the Company at the date of this Resolution.
7. To extend the general mandate granted to the Directors in Resolution (5).
SPECIAL RESOLUTION (Note 4) FOR (Note 5) AGAINST (Note 5)
8. To approve the adoption of new Articles of Association.

Dated this day of 2013

Signature(s)[(Note][6)]

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 proxy form 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 MEETING” and insert the name and address of the proxy desired in the space provided. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE MEETING WILL ACT AS PROXY.

  4. The resolutions are summarised in this proxy form only. Full text of the resolutions are set out in the notice convening the Meeting which is sent to the shareholders of the Company together with this proxy form.

  5. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, PLEASE TICK THE BOX MARKED ‘‘FOR’’ BESIDE THE APPROPRIATE RESOLUTION. IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, PLEASE TICK THE BOX MARKED ‘‘AGAINST’’ BESIDE THE APPROPRIATE RESOLUTION. 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 convening the Meeting.

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

  7. Any alteration made to this proxy form must be initialled by the person who signs it.

  8. In order to be valid, this proxy form together with the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy thereof, must be deposited at the Company’s Hong Kong branch share registrar, Tricor Investor Services Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for holding the Meeting.

  9. In the case of joint registered holders of any Share, any one of such persons may vote at the Meeting, either personally or by proxy, in respect of such Share as if he/she were solely entitled thereto, but if more than one of such joint registered holders be present at the Meeting, either personally or by proxy, that one of the said persons so present being the most or, as the case may be, the more senior shall alone be entitled to vote in respect of the relevant joint holding and, for this purpose, seniority shall be determined by reference to the order in which the names of the joint holders stand on the register in respect of the relevant joint holding.

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

  11. Completion and return of this form shall not preclude a member from attending and voting in person at the Meeting or poll concerned and, in such event, the authority given hereunder shall be deemed to be revoked.