CHINA STATE CONSTRUCTION DEVELOPMENT HOLDINGS LIMITED — Proxy Solicitation & Information Statement 2020

Nov 19, 2020

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FORM OF PROXY FOR THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON 11 DECEMBER 2020

I/We [(Note][1)] of

being the registered holder(s) of [(Note][2)] ordinary shares (the “ Share ”) of HK$0.01 each in the share capital of China State Construction Development Holdings 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 Friday, 11 December 2020 at 10:00 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 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)		FOR(Note 5)		AGAINST(Note 5)
	1.	To approve, confirm and ratify the New CSCD-CSCECL Sub-construction Engagement
		Agreement (as defined in the circular of the Company dated 20 November 2020 (the
		“Circular”)) and the transactions contemplated thereunder; and to approve the CSCECL
		Works Caps (as defined in the Circular) for each of the three financial years ending on
		31 December 2023.
	2.	To approve, confirm and ratify the New CSCD-CSC Operational Services Agreement (as
		defined in the circular of the Company dated 20 November 2020 (the	“Circular”)) and the
		transactions contemplated thereunder; and to approve the Mechanical and Electrical
		Engineering Works Caps (as defined in the Circular) for each of the	three financial years
		ending on 31 December 2023, the Machineries Leasing Caps (as defined in the Circular) for
		each of the three financial years ending on 31 December 2023, the Insurance Services and
		Surety Bonds Caps (as defined in the Circular) for each of the three financial years ending on
		31 December 2023 and the Supply of Building Materials Caps (as defined in the Circular) for
		each of the three financial years ending on 31 December 2023.
	Dated	this day of 2020	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 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. The resolutions are summarised in this form of proxy 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 form of proxy.

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 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.

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

8. 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.

9. In order to be valid, this form of proxy, 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 Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for holding the Meeting.

10. Where there are joint holders of any Share, any one of such joint holders may vote, either in person 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, the vote of the senior holder who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint 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.

11. Completion and return of this form of proxy shall not preclude a member from attending and voting in person at the Meeting should the member so wish, and in such event, the form of proxy shall be deemed to be revoked.

PERSONAL INFORMATION COLLECTION STATEMENT

Your supply of your and your proxy’s (or proxies’) name(s) and address(es) is on a voluntary basis for the purpose of processing your request for the appointment of a proxy (or proxies) and your voting instructions for the Meeting (the “ Purposes ”). We may transfer your and your proxy’s (or proxies’) name(s) and address(es) to our agent, contractor, or third party service provider who provides administrative, computer and other services to us for use in connection with the Purposes and to such parties who are authorized by law to request the information or are otherwise relevant for the Purposes and need to receive the information. Your and your proxy’s (or proxies’) name(s) and address(es) will be retained for such period as may be necessary to fulfil the Purposes. Request for access to and/or correction of the relevant personal data can be made in accordance with the provisions of the Personal Data (Privacy) Ordinance (Chapter 486 of the Laws of Hong Kong) and any such request should be in writing by mail to the Company/Tricor Investor Services Limited at the above address.