CPM Group Limited — Proxy Solicitation & Information Statement 2012

Jul 18, 2012

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UBA INVESTMENTS LIMITED 開明投資有限公司[*]

(incorporated in Cayman Islands with limited liability)

(Stock Code: 768)

FORM OF PROXY

Form of proxy for use by shareholders at the annual general meeting (the “Meeting”) UBA INVESTMENTS LIMITED (the “Company”) to be held at 11:30 am on Friday, 24 August 2012 at 2nd Floor, Wah Kit Commercial Centre, 302 Des Voeux Road Central, Hong Kong.

I/We (note a) of

being the registered holder(s) of

shares (note b) of HK$0.01 each in the capital of the Company HEREBY APPOINT THE CHAIRMAN OF THE MEETING or (note c)

of

as my/our proxy to vote and act for me/us at

the Meeting (and at any adjournment thereof) of the Company to be held at 2nd Floor, Wah Kit Commercial Centre, 302 Des Voeux Road Central, Hong Kong at 11:30 am on Friday, 24 August 2012 for the purposes of considering and, if thought fit, passing the ordinary resolutions set out in the notice convening the Meeting and at such Meeting (and at any adjournment thereof) to vote for me/ us and in my/our name(s) in respect of the ordinary resolutions and special resolutions as indicated below (note d) .

us an	d in my/our name(s) in respect of the ordinary resolutions and special resolutions as i	ndicated below_(note_	d).
	ORDINARY RESOLUTIONS	For (note d)	Against (note d)
1.	To receive and consider the audited consolidated financial statements and the reports of the directors and auditors for theyear ended 31 March 2012.
2.	(A) To re-elect Mr. CHAU Wai Hingas executive director.
	(B) To re-elect Mr. TANG Hon Bui, Ronald as independent non-executive director.
	(C) To authorise the board to fix the remuneration of directors.
3.	To re-appoint Li, Tang, Chen & Co. Certified Public Accountants (Practising) as the Company’s auditors and authorise the board to fix their remuneration.
4.	(A) Ordinary Resolution on item 4(A) of the notice of Meeting to grant a general mandate to the board to allot and issue new shares.
	(B) Ordinary Resolution on item 4(B) of the notice of Meeting to grant a general mandate to the board to repurchase shares of the Company.
	(C) Ordinary Resolution on item 4(C) of the notice of Meeting to extend the general mandategranted to the board to issue new shares.
	SPECIAL RESOLUTIONS
5.	(A) To approve the amendments to the memorandum of association of the Company.
	(B) To approve the amendments to the articles of association of the Company.
	(C) To adopt the amended and restated memorandum and articles of association of the Company.
Dated	Signature_(note f)_

Signature (note f)

Notes:

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

(b) Please insert the number of shares of HK$0.01 each registered in your name(s). If no number is inserted, the form of proxy will be deemed to relate to all the shares of the Company registered in your name(s).

• (c) If any proxy other than the Chairman is preferred, strike out “ THE CHAIRMAN OF THE MEETING ” or here 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 .

• (d) IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, TICK THE BOX MARKED “FOR” BESIDE THE APPROPRIATE RESOLUTION. IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, TICK THE BOX MARKED “AGAINST” BESIDE THE APPROPRIATE RESOLUTION . Failure to complete any or all boxes will entitle your proxy to cast his votes on the relevant resolutions 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.

• (e) Pursuant to Rule 13.39(4) of the Listing Rules, any vote of Shareholders at a general meeting must be taken by poll. The Chairman of the Annual General Meeting will therefore demand voting on all resolutions set out in the Annual General Meeting Notice be taken by way of poll.

• (f) 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.

• (g) 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 was 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 share shall alone be entitled to vote in respect thereof.

• (h) To be valid, the form of proxy together with any power of attorney or other authority (if any) under which it is signed or notarially certified copy thereof, must be deposited at the principal place of business of the Company at 2nd Floor, Wah Kit Commercial Centre, 302 Des Voeux Road Central, Hong Kong not less than 48 hours before the time for holding the Meeting or any adjournment thereof.

• (i) A proxy need not be a member of the Company but must attend the Meeting in person to represent you.

• (j) Completion and deposit of the form of proxy will not preclude you from attending and voting at the Meeting should you so wish.

• For identification purpose only