CR Construction Group Holdings Limited — Proxy Solicitation & Information Statement 2018

Feb 1, 2018

CHINESE PEOPLE HOLDINGS COMPANY LIMITED ���������������

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(incorporated in Bermuda with limited liability) (stock code: 681)

FORM OF PROXY

SPECIAL GENERAL MEETING TO BE HELD ON FRIDAY, 9 MARCH 2018 AT 1:30 P.M.

Form of proxy for use by shareholders at the special general meeting (the “Meeting”) of Chinese People Holdings Company Limited (the “Company”) to be held at the head office of the Company, Conference Room, 1st Floor, No. 36 BDA International Business Park, No. 2 Jingyuan North Street, Economic Technological Development Area, Beijing, China on Friday, 9 March 2018 at 1:30 p.m. (or any adjournment thereof)

I/We [(note 1)]

of

being the registered holder(s) of

[(note 2)] share(s) of HK$0.07 each in the issued share capital of the

Company, hereby appoint the chairman of the Meeting or of

to act as my/our proxy [(note 3)] , at the Meeting to be held at the head office of the Company, Conference Room, 1st Floor, No. 36 BDA International Business Park, No. 2 Jingyuan North Street, Economic Technological Development Area, Beijing, China on Friday, 9 March 2018 at 1:30 p.m. and at any adjournment thereof and to vote on my/our behalf as directed below.

Please make a mark in the appropriate boxes to indicate how you wish your vote(s) to be cast [(note 4)] .

Please make a mark in the appropriate boxes to indicate how you wish your vote(s) to be cast_(note 4)_.	Please make a mark in the appropriate boxes to indicate how you wish your vote(s) to be cast_(note 4)_.	Please make a mark in the appropriate boxes to indicate how you wish your vote(s) to be cast_(note 4)_.	Please make a mark in the appropriate boxes to indicate how you wish your vote(s) to be cast_(note 4)_.	Please make a mark in the appropriate boxes to indicate how you wish your vote(s) to be cast_(note 4)_.
ORDINARY RESOLUTIONS					FOR	AGAINST
1.	(a) Subject to the fulfilment of the terms and conditions set out in the subscription agreement (the “Subscription Agreement”) dated 29 December 2017 (a copy of the Subscription Agreement has been produced to the SGM marked “A” and initialled by the chairman of the SGM for the purpose of identification), and entered into between the Company and Dr. Mo Shikang (“Dr. Mo”), in relation to the subscription for 1,888,865,067 new ordinary shares (the “Subscription Shares”) of HK$0.07 in the capital of the Company at the subscription price of HK$0.104 per Subscription Share by Dr. Mo, to approve, confirm and ratify the Subscription Agreement, and the transactions contemplated thereunder; (b) subject to the fulfilment of the conditions of the Subscription Agreement, to authorize any one director of the Company (“Director(s)”) to exercise all the powers of the Company and to take all steps as might in his opinion be desirable or necessary in connection with the Subscription Agreement, including but without limitation, the specific mandate to allot and issue the Subscription Shares to Dr. Mo pursuant to the Subscription Agreement; and (c) to authorize any one Director 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 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 the Subscription Agreement.
2.	Subject to the passing of the ordinary resolution no. 1 above, and subject to the granting of the waiver from the Executive Director of the Corporate Finance Division of the Securities and Futures Commission of Hong Kong or any his delegate(s) pursuant to Note 1 on Dispensations from Rule 26 of the Code on Takeovers and Mergers of the obligation on the part of Dr. Mo to make a mandatory general offer to shareholders of the Company for all securities of the Company (other than those already owned or agreed to be acquired by Dr. Mo and parties acting or presumed to be acting in concert with him) as a result of the allotment and issue of the Subscription Shares under the Subscription Agreement (the “Whitewash Waiver”) and the satisfaction of all conditions (if any) attached thereon, to approve the Whitewash Waiver, and to authorise any one Director to do all such acts and things and execute all such documents as he consider necessary, desirable or expedient for the purpose of, or in connection with, the implementation of and giving effect to any of the matters relating to, or incidental to, the Whitewash Waiver.
Dated the Sharehold			day of	2018 (notes 5, 6, 7 and 8)
		er’s signature

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

2. A proxy need not be a shareholder 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 the space provided.

3. If you wish to vote for any of the resolutions set out above, please tick (“ ”) the boxes marked “For”. If you wish to vote against any resolutions, please tick (“

4. ”) the boxes marked “Against”. If this form of proxy returned is duly signed but without specific direction on any of the proposed resolutions, the proxy will vote or abstain at his/her discretion in respect of all resolutions; or if in respect of a particular proposed resolution there is no specific direction, the proxy will, in relation to that particular proposed resolution, vote or abstain at his/her discretion. A proxy will also be entitled to vote at his/her discretion on any resolution properly put to the Meeting other than those set out in the notice convening the Meeting.

5. In the case of a joint holding, this form of proxy may be signed by any joint holder, but if more than one joint holder is present at the Meeting, whether in person or by proxy, that one of the joint holder whose name stands first on the register of members in respect of the relevant joint holding shall alone be entitled to vote in respect thereof.

6. This form of proxy must be signed by a shareholder of the Company, or his/her attorney duly authorised in writing, or if the shareholder is a corporation, either under its common seal or under the hand of an officer or attorney so authorised.

7. 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 notarially certified copy of such power or authority must be deposited at the Company’s branch share registrar and transfer office in Hong Kong, Tricor Tengis Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, for registration no later than 48 hours before the time of the Meeting or any adjourned meeting.

8. Any alteration made to this form of proxy should be initialled by the person who signs the form.

PERSONAL INFORMATION COLLECTION STATEMENT

“ Personal Data ” in this statement has the same meaning as “ personal data ” defined in the Personal Data (Privacy) Ordinance, Chapter 486 of the Laws of Hong Kong (“ PDPO ”), which include your and your proxy’s name and address. Your supply of the Personal Data is on a voluntary basis and for the purpose of processing your instructions as stated in this form of proxy (the “ Purposes ”). If you fail to supply sufficient information, the Company may not be able to process your instructions. The Company may disclose or transfer the Personal Data to its subsidiaries, its Share Registrar and/or third party service provider who provides administrative, computer and other services to the Company for use in connection with the Purposes and to such parties who are authorised by law to request the information or are otherwise relevant for the Purposes and need to receive the information. The Personal Data will be retained for such period as may be necessary to fulfil the Purposes (including for verification and record purposes). Request for access to and/or correction of the Personal Data can be made in accordance with the provisions of the PDPO and any such request should be in writing and sent to the Privacy Compliance Officer of Tricor Tengis Limited at the above address.