CR Construction Group Holdings Limited — Proxy Solicitation & Information Statement 2013

Jul 5, 2013

CHINESE PEOPLE HOLDINGS COMPANY LIMITED 中民控股有限公司

(incorporated in Bermuda with limited liability)

(stock code: 681)

FORM OF PROXY SPECIAL GENERAL MEETING TO BE HELD ON 24 JULY 2013

No. of shares to which this

form of proxy relates [(Note 1)]

I/We [(Note 2)]

of

being the registered holder(s) of shares of HK$0.07 each (the “Shares”) in the issued share capital of CHINESE PEOPLE HOLDINGS COMPANY LIMITED (the “Company”) hereby appoint [(Note 3)] the Chairman of the Special General Meeting (the “Meeting”)

of

or failing him of

as my/our proxy/proxies to attend and vote for me/us and on my/our behalf at the Meeting to be held at Conference Room, 1st Floor No. 36 BDA International Business Park, No. 2 Jingyuan North Street, Economic Technological Development Area, Beijing, 100176, China on 24 July 2013 at 1:30 p.m. and at any adjournment thereof on the resolution(s) referred to in the notice of the special general meeting of the Company set out in the circular of the Company dated 8 July 2013 and as indicated below:

		ORDINARY RESOLUTIONS	FOR(Note 4)	AGAINST(Note 4)
1.	(a)	To approve, confirm and ratify the settlement deed (the “Settlement Deed”) dated 8 April 2013 (as supplemented
		by the supplemental settlement deed dated 16 May 2013) entered into between the Company and Yongheng Development
		Corporation Limited (the “Vendor”) in relation to various settlement arrangements and release of obligations of the
		Vendor in relation to the profit guarantee made by the Vendor in favour of the Company under the agreement dated
		13 June 2011 and entered into between the Company and the Vendor in relation to the acquisition of the entire
		issued share capital of Grand Destiny Group Limited and the transactions contemplated thereunder;
	(b)	to approve conditional upon, among other matters, the Listing Committee of The Stock Exchange of Hong Kong
		Limited (the “Stock Exchange”) granting the listing of, and permission to deal in, the number of shares of the
		Company (the “Shares” and each a “Share”) to be allotted and issued by the Company to the Vendor pursuant to
		the Settlement Deed (the “Additional Shares”), the allotment and issue of the Additional Shares by the Company
		to the Vendor pursuant to the Settlement Deed; and
	(c)	To authorise to do all such things and acts of administrative nature as he may in his discretion consider necessary,
		expedient or desirable for the purpose of or in connection with the implementation of the Settlement Deed and the
		transactions contemplated thereunder, including but not limited to the execution of all such documents under seal
		where applicable, as he considers necessary or expedient in his opinion to implement and/or give effect to the
		allotment andissue oftheAdditionalShares.
2.	(a)	To approve, confirm and ratify the subscription agreement (the “Warrant Subscription Agreement”) dated 8 April
		2013 entered into between the Company and Ping Da Development Limited in relation to the subscription of
		1,135,000,000 unlisted warrants (the “Warrants”) conferring rights to subscribe up to HK$232,675,000 for Shares
		(the “Subscription Shares”), on the basis of an initial subscription price of HK$0.205 per Subscription Share (subject
		to adjustment), during a period of 36 months commencing from the date of the issue in accordance with the terms
		of the Warrants Subscription Agreement and the transactions contemplated thereunder;
	(b)	to approve the issue of the Warrants in accordance with the terms and conditions of the Warrant Subscription
		Agreement and the transactions contemplated thereunder;
	(c)	to approve conditional upon, among other matters, the Listing Committee of the Stock Exchange granting the listing
		of, and permission to deal in, the Subscription Shares, the allotment and issue of the Subscription Shares to the
		relevant holder(s) of the Warrant(s); and
	(d)	to authorise to do all such things and acts of administrative nature as he may in his discretion consider necessary,
		expedient or desirable for the purpose of or in connection with the implementation of the Warrant Subscription
		Agreement and the transactions contemplated thereunder, including but not limited to the execution of all such
		documents under seal where applicable, as he considers necessary or expedient in his opinion to implement and/ or
		give effect to theissue ofthe Warrants and the allotment andissue ofthe SubscriptionShares.
3.	(a)	To approve, confirm and ratify the natural gas supply agreement (the “Natural Gas Supply Agreement”) dated 22
		May 2013 entered into between西安中民燃氣有限公司(for identification purpose only, Xi’an Zhongmin Gas Co.,
		Ltd.) (“Xi’an Zhongmin”) and陝西省天然氣股份有限公司(for identification purpose only, Shaanxi Provincial
		Natural Gas Co., Ltd.) (“Shaanxi Natural Gas”) in relation to the purchase of natural gas from Shaanxi Natural
		Gas by Xi’an Zhongmin for a term commencing from 8:00 a.m. on the following business day upon obtaining the
		approval from the independent shareholders of the Company at the Meeting until 8:00 a.m. on 31 December 2013
		and the transactions contemplated thereunder; and
	(b)	to authorise to do all such things and acts of administrative nature as he may in his discretion consider necessary,
		expedient or desirable for the purpose of or in connection with the implementation of the Natural Gas Supply
		Agreement and the transactions contemplated thereunder, including but not limited to the execution of all such
		documents under seal where applicable, as he considers necessary or expedient in his opinion to implement and/ or
		give effect to the Natural Gas Supply Agreement.”

Dated this day of 2013. Signature [(Note 5)]

Notes:

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

2. Full name(s) and address(es) to be iserted n BLOCK CAPITALS . The names of all joint holders should be stated.

3. If any proxy other than the Chairman of the Meeting is preferred, delete words “the Chairman of the Special General Meeting” and insert the name and address of the proxy desired in the space provided.

4. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTIONS, TICK IN THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST THE RESOLUTIONS, TICK THE 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 (or any adjournment thereof) other than those referred to in the notice convening the Meeting.

5. This instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or, if the appointor is a corporation, either under its seal or under the hand of any officer, attorney or other person authorised to sign the same.

6. In order to be valid, this form of proxy, together with the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power of attorney or authority, must be deposited at the Company’s branch share registrar in Hong Kong, Tricor Tengis Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for holding the Meeting or any adjournment thereof.

7. Where there are joint holders of any Share, any one of such joint holders may vote, either in person or by proxy, in respect of such Share as if he/she were solely entitled thereto, but if more than one of such joint holders present at the Meeting personally or by proxy, the most senior shall alone be entitled to vote, whether in person or by proxy. For this purpose, seniority shall be determined by the order in which the names stand on the register of members of the Company in respect of the joint holding.

8. Any shareholder entitled to attend and vote at the Meeting convened by the above notice shall be entitled to appoint one or more proxies to attend and vote instead of him. A proxy need not be a shareholder of the Company.

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

10. Completion and deposit of the form of proxy will not preclude a shareholder of the Company from attending and voting in person at the Meeting convened or any adjourned meeting and in such event, the form of proxy will be deemed to be revoked.