CPM Group Limited — Proxy Solicitation & Information Statement 2013

Mar 1, 2013

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UBA INVESTMENTS LIMITED 開明投資有限公司[*]

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 768)

EXTRAORDINARY GENERAL MEETING FORM OF PROXY

Form of proxy for use by shareholders at the extraordinary general meeting (the “Meeting”) of the Company to be convened and held at 2nd Floor, Wah Kit Commercial Centre, 302 Des Voeux Road Central, Hong Kong on 26th March 2013 at 3:00 p.m. or any adjournment thereof. I/We (note a)

of

being the registered holder(s) of (note b) “Company ”) hereby appoint the Chairman of the Meeting or of

shares of HK$0.01 each of UBA Investments Limited (the

to act as my/our proxy (note c) at the Meeting to be held at 2nd Floor, Wah Kit Commercial Centre, 302 Des Voeux Road Central, Hong Kong on 26th March 2013 at 3:00 p.m. and at any adjournment thereof and to vote on my/our behalf as directed below.

Please tick (“✓”) in the appropriate box to indicate how you wish your vote(s) to be cast (notes d and e)

Ordinary Resolutions	Ordinary Resolutions	Ordinary Resolutions	For	Against
To approve:
(a) the supplemental agreement dated 28th January 2013 entered into between UICL and UBA Financialin relation to the provision of securities margin financing service by UICL to UBA Financial and thetransactions contemplated thereunder;
(b) the supplemental agreement dated 28th January 2013 entered into between UICL and Super Idea inrelation to the provision of securities margin financing service by UICL to Super Idea and thetransactions contemplated thereunder;
(c) the supplemental agreement dated 28th January 2013 entered into between UICL and UBA in relationto the provision of securities margin financing service by UICL to UBA contemplated thereunder;
(d) the supplemental agreement dated 28th January 2013 entered into between UGL with UBA Gold inrelation to the provision of precious metal margin financing services by UGL to UBA Gold and thetransactions contemplated thereunder;
(e) theUAM	Fourth Supplemental Management Agreement dated 28th January 2013 entered into betweenL and UBA in relation to the provision of investment management services;
(f) theMar	annual caps for the Financial Assistance for the financial years ending 31st March 2014, 31stch 2015 and 31st March 2016;
(g) theMar	annual caps for the Management Fee and Performance Fee for the financial years ending 31stch 2014, 31st March 2015 and 31st March 2016; and
(h) authwhicafor	orise any one director of the Company to do all other acts and things and execute all documentsh they consider necessary or expedient for the implementation of and giving effect to theesaid agreements and transactions contemplated thereunder.
Dated thisSignature:Notes:a.F	day of	2013 (notes f to i)e inserted inBLOCK CAPITAL LETTERS.
	ull name(s) and address(es) are to b

• b. Please insert the number of ordinary shares to which this form of proxy relates in the space provided. If a number is inserted, this form of proxy will be deemed to relate only to those shares. If no number is inserted, this form of proxy will be deemed to relate to all ordinary shares registered in your name (whether alone or jointly with others).

• c. A proxy need not be a member of the Company. If you wish to appoint some person other than the Chairman of the Meeting as your proxy, please delete the words “the Chairman of the Meeting or” and insert the name and address of the person appointed proxy in BLOCK CAPITAL LETTERS in the space provided. If a proxy is attending the Meeting on your behalf, such proxy shall produce his/her own identity paper.

• d. If you wish to vote for the resolution(s) set out above, please tick (“ ✓ ”) in the box marked “For”. If you wish to vote against the resolution(s), please tick (“ ✓ ”) the box marked “Against”. If no indication is given, the proxy will vote or abstain at his/her discretion.

• e. Corporations must execute this form of proxy under common seal or by an attorney or a duly authorised officer. If a legal representative is appointed to attend the Meeting, such legal representative shall produce his/her own identity paper and a certified true copy of the resolution of the board of directors or other governing body of the corporation appointing the legal representative.

• f. If this form of proxy is signed by a person under a power of attorney or any other authority on your behalf, a certified copy of that power of attorney or other authority must be deposited at the principal place of business of the Company at Flat B, 16th Floor, Wah Kit Commercial Centre, 302 Des Voeux Road Central, Hong Kong by not less than 48 hours before the time appointed for holding the Meeting or any adjournment thereof.

• g. In order to be valid, this form of proxy together with any power of attorney or other authority under which it is signed must be lodged with the principal place of business of the Company at Flat B, 16th Floor, Wah Kit Commercial Centre, 302 Des Voeux Road Central, Hong Kong by not less than 48 hours before the time appointed for holding the Meeting or any adjournment thereof.

• h. Completion and return of this form of proxy shall not preclude you from attending and voting in person at the Meeting should you so wish.

• i. In case of joint holders, the vote of the senior who tenders a vote, whether present in person or by proxy, will be accepted to the exclusion of the vote(s) of the other joint holder(s), 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.

• for identification purpose only