CPM Group Limited — Proxy Solicitation & Information Statement 2020

Apr 24, 2020

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(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1932)

Form of proxy for the extraordinary general meeting (the “Extraordinary General Meeting”) of CPM Group Limited (the “Company”) to be held at 31st Floor, CNT Tower, 338 Hennessy Road, Wanchai, Hong Kong on Thursday, 4 June 2020 at 12:30 p.m.

I/We (Note 1) of

being the registered shares of HK$0.10 each of the Company

holder(s) of (Note 2) HEREBY APPOINT (Note 3) the Chairman of the Extraordinary General Meeting or

of

to act as my/our proxy at the Extraordinary General Meeting to be held at 31st Floor, CNT Tower, 338 Hennessy Road, Wanchai, Hong Kong on Thursday, 4 June 2020 at 12:30 p.m., and at any adjournment thereof, and to vote on my/our behalf on the undermentioned resolution as directed below.

Please indicate with a “✓” in the spaces provided how you wish your vote(s) to be cast. Failure to complete any or all the boxes will entitle your proxy to cast his/her votes at his/her discretion. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the Extraordinary General Meeting other than those referred to in the notice convening the Extraordinary General Meeting.

convening the Extraordinary General Meeting.
ORDINARY RESOLUTION	FOR	AGAINST
THATsubject to and conditional upon (i) the passing of the necessary resolutionby the shareholders of CNT Group Limited, the ultimate holding company of theCompany, in a general meeting to approve the adoption of the share optionscheme (a copy of which is produced to the meeting marked “A” and signed bythe chairman of the meeting for the purpose of identification) (the “Share OptionScheme”) by the Company; and (ii) the listing committee of The Stock Exchangeof Hong Kong Limited granting the approval of the listing of, and permission todeal in, the ordinary share of HK$0.10 each of the Company (the “Shares”) whichmay fall to be issued pursuant to the exercise of any options which may begranted under the Share Option Scheme, the Share Option Scheme be and ishereby approved and adopted as the share option scheme of the Company withimmediate effect and the board of directors of the Company be and is herebyauthorised to grant options thereunder and to allot, issue and deal with the Sharespursuant to the exercise of any option granted under the Share Option Scheme andto take all such steps and do such acts and to enter into such transactions,arrangements or agreements as may be necessary or expedient in order toimplement and give full effect to the Share Option Scheme.

Dated this day of 2020

Signature

Notes:

1. Full name(s) and address(es) to be inserted in Block Capitals. The names of all joint holders should be stated.

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 registered in your name(s).

3. If any proxy other than the Chairman of the Extraordinary General Meeting is preferred, please insert in Block Capitals the full name and address of the proxy desired and strike out “the Chairman of the Extraordinary General Meeting or”.

4. A member entitled to attend and vote at the Extraordinary General Meeting may appoint a proxy to attend and vote in his/her stead. A proxy need not be a member of the Company.

5. This form of proxy must be signed by the appointor, or his/her attorney duly authorised in writing, or if such appointor is a corporation, either under its common seal or under the hand of an officer, attorney or other person authorised to sign the same.

6. 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 shall be delivered to the Company’s share registrar in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for holding the Extraordinary General Meeting or any adjournment thereof (as the case may be).

7. Any alteration made to this form of proxy must be initialled by the person who signs it.

8. In the case of joint holders, the vote of the senior who tenders a vote whether in person or by proxy will be accepted to the exclusion of all 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.

9. Completion and delivery of the form of proxy will not preclude you from attending and voting in person at the Extraordinary General Meeting and any adjournment thereof if you so wish.