CL Group (Holdings) Limited — Proxy Solicitation & Information Statement 2016

Jun 29, 2016

CL GROUP (HOLDINGS) LIMITED 昌利（控股）有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 8098)

PROXY FORM

Form of proxy for use at the Annual General Meeting to be held at Room 16B, 16/F, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong on Friday, 5 August 2016 at 2:30 p.m..

I/We1,

of

being the registered holder(s) of2

shares of HK$0.01 each in the share capital of CL Group (Holdings) Limited (the

“Company”), hereby appoint3 the Chairman of the meeting or

of

as my/our proxy to attend and vote for me/us and on my/our behalf at the Annual General Meeting of the Company to be held at Room 16B, 16/F, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong on Friday, 5 August 2016 at 2:30 p.m. and at any adjournment thereof on the undermentioned resolutions as indicated:

ORDINARY RESOLUTIONS 4	ORDINARY RESOLUTIONS 4	FOR 4	AGAINST 4
1.	To receive and consider the audited financial statements and the reports of the directors (“Directors”) and auditors of the Companyand its subsidiaryfor theyear ended 31 March 2016.
2.	To declare a final dividend.
3.	(A) (i) To re-elect Alexis Ventouras as Non-executive Director;
	(ii) To re-elect Chiu Wai Keungas Independent Non-executive Director;
	(iii) To re-elect Mr. Au-YeungTai HongRorce as Independent Non-executive Director;
	(B) To authorise the board of directors to fix the directors remuneration.
4.	To re-appoint HLM CPA Limited as auditors of the Company and authorise the board of directors to fix their remuneration.
5.	To approve the bonus issue of shares on the basis of one (1) bonus share for every one (1) existing share.
6.	Togrant ageneral mandate to the Directors to issue new shares.
7.	Togrant ageneral mandate to the Directors to repurchase shares of the Company.
8.	To add the nominal amount of the shares repurchased by the Company to the mandate granted to the directors under resolution no. 7.

Dated this	day of	2016 Signature 5

Notes:

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

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

• (3) If any proxy other than the Chairman of the meeting is preferred, strike out the words “the Chairman of the meeting or” and insert the name and address of the proxy desired in the space provided. Any shareholder may appoint one or more proxies to attend and, on a poll, vote instead of him. A proxy need not be a shareholder of the Company.

• (4) Please refer to the notice of meeting for the full text of the resolution(s). IMPORTANT: IF YOU WISH TO VOTE FOR ANY OF THE RESOLUTIONS, TICK IN THE APPROPRIATE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST ANY OF THE RESOLUTIONS, TICK IN THE APPROPRIATE BOX MARKED “AGAINST” . Failure to tick a box will entitle your proxy to cast your vote at his 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 above.

• (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 under its common seal or under the hand of an officer or attorney duly authorised.

• (6) In the case of joint holders, the vote of the senior who tenders a vote whether in person or by proxy shall be accepted to the exclusion of the votes of the other joint holders. For this purpose, seniority shall be determined by the order in which the names stand in the register of members in respect of the joint holding.

• (7) To be valid this form of proxy together with any power of attorney or other authority (if any) under which it is signed or a certified copy of such power or authority must be deposited at the Company’s branch share registrar in Hong Kong, 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 any adjourned Meeting.

• (8) In order to determine Shareholders who are qualified to attend the forthcoming Annual General Meeting, the Register will be closed from Wednesday, 3 August 2016 to Friday, 5 August 2016, both days inclusive, during which period no transfer of shares will be registered. All transfers accompanied by the relevant share certificates must be lodged with the Company’s Registrar, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration no later than 4:30 p.m. on Tuesday, 2 August 2016.

• (9) In order to determine Shareholders who are qualified for the proposed final dividend and the Bonus Shares, the Register will be closed from Thursday, 11 August 2016 to Monday, 15 August 2016, both days inclusive, during which period no transfer of shares will be registered. All transfers accompanied by the relevant share certificates must be lodged with the Company’s Registrar, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration no later than 4:30 p.m. on Wednesday, 10 August 2016.

• (10) ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.