Chuan Holdings Limited — Proxy Solicitation & Information Statement 2019

Oct 15, 2019

Chuan Holdings Limited 川控股有限公司[*]

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1420)

FORM OF PROXY FOR EXTRAORDINARY GENERAL MEETING

ON WEDNESDAY, 30 OCTOBER 2019

(which was initially scheduled to be held on Wednesday, 16 October 2019)

I/We[(Note][1)]

of

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

ordinary shares in the share capital of

Chuan Holdings Limited (the ‘‘Company’’), HEREBY APPOINT[(Note][3)] of

or failing him, the CHAIRMAN OF THE MEETING (the ‘‘Chairman’’) as my/our proxy to attend and act for me/us at an extraordinary general meeting (the ‘‘EGM’’) of the Company to be held at 20 Senoko Drive Singapore 758207 on Wednesday, 30 October 2019 (which was initially scheduled to be held on Wednesday, 16 October 2019) at 3:00 p.m. or at any adjournment thereof, to vote for me/us and in my/our names in respect of the resolutions as set out in the notice of the EGM of the Company (the ‘‘EGM Notice’’) as hereunder indicated, or if no such indication is given, as my/our proxy thinks fit.

		e registered holder(s) of (Note 2)ordinary shares in the share capital ofHoldings Limited (the ‘‘Company’’), HEREBY APPOINT (Note 3)
		g him, the CHAIRMAN OF THE MEETING (the ‘‘Chairman’’) as my/our proxy to attend and act for me/us at an extraordinary general (the ‘‘EGM’’) of the Company to be held at 20 Senoko Drive Singapore 758207 on Wednesday, 30 October 2019 (which was initiallyed to be held on Wednesday, 16 October 2019) at 3:00 p.m. or at any adjournment thereof, to vote for me/us and in my/our names in of the resolutions as set out in the notice of the EGM of the Company (the ‘‘EGM Notice’’) as hereunder indicated, or if no suchon is given, as my/our proxy thinks fit.
		Ordinary Resolutions	FOR (Note 5)	AGAINST (Note 5)
	(a)	To approve, confirm and ratify the construction materials purchase frameworkagreement dated 10 December 2018 (as clarified by the announcement of theCompany dated 31 December 2018, as supplemented by its first supplementalagreement dated 29 March 2019 and its second supplemental agreement dated 6September 2019) entered into between United E&P Pte. Ltd. and the Company(‘‘Construction Materials Purchase Framework Agreement’’, a copy of whichhas been produced at the EGM marked ‘‘A’’ and signed by the Chairman for thepurpose of identification) and the execution thereof and implementation of alltransactions contemplated thereunder, as well as the further revised annual capcontemplated thereof.
	(b)	To approve, confirm and ratify the transportation framework agreement dated 10December 2018 (as supplemented by its first supplemental agreement dated 31December 2018, its second supplemental agreement dated 29 March 2019 and itsthirdsupplementalagreementdated6September2019)enteredintobetween
		UnitedE&PPte.Ltd.andtheCompany(‘‘TransportationFrameworkAgreement’’, a copy of which has been produced at the EGM marked ‘‘B’’ andsigned by the Chairman for the purpose of identification) and the execution thereofand implementation of all transactions contemplated thereunder, as well as thefurther revised annual cap contemplated thereof.
	(c)	To approve, confirm and ratify the rental services framework agreement dated 10December 2018 (as supplemented by its first supplemental agreement dated 31December 2018 and its second supplemental agreement dated 29 March 2019)entered into between Golden Empire Civil Engineering Pte. Ltd. and the Company(‘‘Rental Services Framework Agreement 1’’, a copy of which has beenproduced at the EGM marked ‘‘C’’ and signed by the Chairman for the purpose ofidentification) and the execution thereof and implementation of all transactionscontemplated thereunder, as well as the revised annual cap contemplated thereof.
	(d)	To approve, confirm and ratify the rental services framework agreement dated 10
		December 2018 (as supplemented by its first supplemental agreement dated 31December 2018 and its second supplemental agreement dated 29 March 2019)entered into between Golden Empire-Huationg Pte. Ltd. and the Company(‘‘Rental Services Framework Agreement 2’’ a copy of which has been producedat the EGM marked ‘‘D’’ and signed by the Chairman for the purpose ofidentification) and the execution thereof and implementation of all transactionscontemplated thereunder, as well as the revised annual cap contemplated thereof.
	(e)	To approve, confirm and ratify the earth disposal framework agreement dated 29March 2019 (as supplemented by its supplemental agreement dated 6 September2019) entered between Golden Empire-Huationg Pte. Ltd. and the Company(‘‘Earth Disposal Framework Agreement’’, a copy of which has been producedat the EGM marked ‘‘E’’ and signed by the Chairman for the purpose ofidentification) and the execution thereof and implementation of all transactionscontemplated thereunder, as well as the revised annual cap contemplated thereof.

• for identification purpose only

Ordinary Resolutions FOR[(Note][5)] AGAINST[(Note][5)] (f) To approve, confirm and ratify the subcontract agreement dated 29 March 2019 (as supplemented by its supplemental agreement dated 6 September 2019) entered between Golden Empire Civil Engineering Pte. Ltd. and the Company (‘‘Subcontract Agreement’’, a copy of which has been produced at the EGM marked ‘‘F’’ and signed by the Chairman for the purpose of identification) and the execution thereof and implementation of all transactions contemplated thereunder, as well as the revised annual cap contemplated thereof. (g) To authorize the directors of the Company to do all such acts and/or things and/or execute all such documents incidental to, ancillary to or in connection with matters contemplated in or relating to the Construction Materials Purchase Framework Agreement, the Transportation Framework Agreement, the Rental Services Framework Agreement 1, the Rental Services Framework Agreement 2, the Earth Disposal Framework Agreement and the Subcontract Agreement and all transactions contemplated thereunder they may in their absolute discretion consider necessary, desirable or expedient to give effect to the Construction Materials Purchase Framework Agreement, the Transportation Framework Agreement, the Rental Services Framework Agreement 1, the Rental Services Framework Agreement 2, the Earth Disposal Framework Agreement and the Subcontract Agreement and the implementation of all transactions contemplated thereby and thereunder and to agree to such variation, amendment or waiver as are, in the opinion of the directors of the Company, in the interest of the Company.

Dated this day of 2019

Signature[(Note][7)]

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS.

2. Please insert the number of ordinary shares registered in your name(s); if no number is inserted, this form of proxy will be deemed to relate to all the ordinary shares in the capital of the Company registered in your name(s).

3. A shareholder entitled to attend and vote at the meeting may appoint a proxy or, if holding two or more ordinary shares, more than one proxy to attend, and speak and vote at, the meeting or any adjournment thereof on his behalf. If a shareholder appoints more than one proxy, he must specify the number of ordinary shares each proxy is appointed to represent. A proxy need not be a shareholder of the Company.

4. In the case of joint holders, this form of proxy must be signed by the member whose name stands first on the register of shareholders.

5. Please indicate with a ‘‘✓’’ in the appropriate space beside each of the resolutions showing how you wish your proxy to vote. In the absence of any such indication, you will be deemed to have authorized your proxy to vote or to abstain from voting at his discretion.

6. Where there are joint registered holders of any ordinary share, any one of such persons may vote at any meeting, either personally or by proxy, in respect of such ordinary 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 whose name stands first on the register of members of the Company in respect of such ordinary share(s) shall alone be entitled to vote in respect thereof.

7. This form of proxy must be signed by the appointer, or his attorney duly authorized in writing, or if the appointer is a corporation, either under its common seal or under the hand of an officer or attorney duly authorized in writing.

8. 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 of such power or authority must be deposited with the Company’s 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 of meeting or any adjournment thereof.

9. Any alterations made in this form should be initialled.

10. The register of members of the Company will be closed, for the purpose of determining Shareholders’ entitlement to attend and vote at the EGM, from Tuesday, 22 October 2019 to Wednesday, 30 October 2019 (both days inclusive), during this period no transfer of shares will be registered. In order to attend and vote at the meeting, Shareholders should ensure that all transfer documents, accompanied by the relevant share certificates, are lodged with the Company’s branch share registrar in Hong Kong, Tricor Investors Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration, not later than 4:30 p.m. on Monday, 21 October 2019.

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 EGM (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.