Cocoon Holdings Limited — Proxy Solicitation & Information Statement 2014

Jan 12, 2014

CITIC 21CN COMPANY LIMITED 中信21世紀有限公司[*]

(Incorporated in Bermuda with limited liability)

(Stock code: 241)

Form of proxy for use at the special general meeting (or at any adjournment thereof)

I/We[1] of being the registered holder(s) of shares[2] of HK$0.01 each in the capital of CITIC 21CN COMPANY LIMITED (“the Company ”), HEREBY APPOINT the chairman of the special general meeting or[3]

of

as my/our proxy to act for me/us at the special general meeting (“the Meeting ”) (or at any adjournment thereof) of the Company, to be held at Units 614–616, Level 6, Core D, Cyberport 3, 100 Cyberport Road, Hong Kong on Wednesday, 29 January 2014 at 10:30 a.m. for the purpose of considering and, if thought fit, passing, with or without amendment or modification, the resolutions set out in the notice convening the Meeting and at the Meeting (or at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of such resolutions (with or without amendment or modification) as hereinafter indicated, and if no such indication is given, as my/our proxy thinks fit.

					ORDINARY RESOLUTIONS		FOR4	AGAINST4
		1.	To approve, confirm and ratify the CITIC 21CN Technology Loan Agreement
			dated 20 December 2013 and the transactions contemplated thereunder, and to
			authorize any one director of the Company to do all acts and things and execute
			all documents		necessary, desirable or expedient to carry out or to give effect to
			the transactions contemplated under the CITIC 21CN Technology Loan
			Agreement.
		2.	To approve, confirm and ratify the CITIC 21CN Telecom Loan Renewal
			Agreement dated 20 December 2013 and the transactions contemplated
			thereunder, and to authorize any one director of the Company to do all acts and
			things and	execute all documents necessary, desirable or expedient to carry out
			or to give effect to the transactions contemplated under the CITIC 21CN Telecom
			Loan Renewal		Agreement.

Signature[6]

Dated

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

3. If any proxy, other than the chairman of the Meeting is preferred, strike out “the chairman of the special general meeting or” and insert the name and address of the proxy desired in the space provided. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

4. IMPORTANT: IF YOU WISH TO VOTE FOR ANY ONE OF THE RESOLUTIONS, PLEASE INDICATE WITH A TICK IN THE RELEVANT BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST ANY ONE OF THE RESOLUTIONS, PLEASE INDICATE WITH A TICK IN THE RELEVANT BOX MARKED “AGAINST”. Failure to indicate which way you wish your votes to be cast will entitle your proxy to cast your votes 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 in the notice convening the Meeting.

5. In order to be valid, this form of proxy, together with the power of attorney (if any) or other authority (if any) under which it is signed, or a notarially certified copy hereof, must be lodged at the Company’s head office and principal place of business in Hong Kong at Units 614-616, Level 6, Core D, Cyberport 3, 100 Cyberport Road, Hong Kong, not later than 48 hours before the time appointed for holding the Meeting or any adjournment thereof.

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

7. 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, and for this purpose, seniority will be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.

8. The proxy need not be a member of the Company but must attend the Meeting and at any adjournment thereof in person to represent you.

* For identification purpose only