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CHINA STATE CONSTRUCTION DEVELOPMENT HOLDINGS LIMITED Proxy Solicitation & Information Statement 2019

Feb 21, 2019

49495_rns_2019-02-21_736291f9-c37c-41d1-af41-f4451bae49bc.pdf

Proxy Solicitation & Information Statement

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(Incorporated in the Cayman Islands with limited liability) (Stock Code : 830)

FORM OF PROXY FOR THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON 20 MARCH 2019

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 extraordinary general meeting of the Company to be held at 16th Floor, Eight Commercial Tower, No. 8 Sun Yip Street, Chai Wan, Hong Kong on Wednesday, 20 March 2019 at 9:30 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 (and at any adjournment thereof) to vote for me/us 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 RESOLUTION FOR [(Note][4)] AGAINST [(Note][4)]

  1. To approve, confirm and ratify the Sale and Purchase Agreement (as defined in the circular of the Company dated 22 February 2019) and the transactions contemplated thereunder and the implementation thereof; and to authorise any one director of the Company (or any two directors of the Company or one director and the secretary of the Company, in the case of execution of documents under seal) for and on behalf of the Company to execute all such other documents, instruments and agreements and to do all such acts or things deemed by him/her to be incidental to, ancillary to or in connection with the matters contemplated in the Sale and Purchase Agreement and the transactions contemplated thereunder and the implementation thereof including the affixing of the seal thereon.

SPECIAL RESOLUTION

  1. Subject to and conditional upon the necessary approval of the Registrar of Companies in the Cayman Islands being obtained, to change the English name of the Company from “Far East Global Group Limited” to “CHINA STATE CONSTRUCTION DEVELOPMENT HOLDINGS LIMITED” and to change the dual foreign name of Company in Chinese from “遠東環球集團有限公司” to “中國建築興業集團有限公司” and to authorise any one director of the Company to do all such acts, deeds, matters and things as he or she may in his or her absolute discretion consider necessary or desirable or expedient for the implementation of and giving effect to the aforesaid change of name of the Company and to attend to any necessary registration and/or filing for and on behalf of the Company.

ORDINARY RESOLUTIONS

  1. (A) To re-elect Mr. Zhang Haipeng as Director. (B) To re-elect Mr. Wu Mingqing as Director.

Dated this

day of 2019 Signature(s) [(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 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. IMPORTANT: If you wish to vote for any resolution, tick in the box marked “For” beside the appropriate resolution. If you wish to vote against any resolution, tick in 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.

  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 executed under its common seal or under the hand of an officer, attorney or other person duly authorised to sign the same.

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

  7. Any member of the Company entitled to attend and vote at a meeting of the Company shall be entitled to appoint one or more proxies (who must be an individual) to attend and vote instead of him. A proxy need not be a member of the Company.

  8. This form of proxy and (if required by the Board) the power of attorney or other authority, (if any) under which it is signed, or a notarially certified copy of such power or authority, shall be delivered at the Company’s Hong Kong branch share registrar, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for holding the meeting or adjourned meeting at which the person named in the form proposes to vote.

  9. Where there are joint registered holders of any Share, any one of such persons may vote at any meeting, either personally or by proxy, in respect of such Share as if he were solely entitled thereto; but if more than one of such joint holders be present at any meeting 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. Completion and return of this form of proxy shall not preclude a member from attending and voting in person at the meeting or poll concerned and, in such event, the form of proxy shall be deemed to be revoked.