GBA Holdings Limited — Proxy Solicitation & Information Statement 2018

Dec 11, 2018

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(Incorporated in Bermuda with limited liability)

(Stock Code: 00261)

FORM OF PROXY

Form of proxy for use at the special general meeting (the ‘‘SGM’’) of CCT Land Holdings Limited (the ‘‘Company’’) to be held at 18/F., CCT Telecom Building, 11 Wo Shing Street, Fotan, Shatin, New Territories, Hong Kong on Monday, 31 December 2018 at 10:30 a.m. (or at any adjourned meeting thereof)

I/We[1]

of

being the registered holder(s) of[2] share(s) of HK$0.01 each in the share capital of the Company (the ‘‘Share(s)’’), HEREBY APPOINT[3] of

or failing him/her, the chairman of the SGM, to attend and act for me/us as my/our proxy at the SGM (or at any adjourned meeting thereof) to be held at 18/F., CCT Telecom Building, 11 Wo Shing Street, Fotan, Shatin, New Territories, Hong Kong on Monday, 31 December 2018 at 10:30 a.m. for the purpose of considering and, if thought fit, passing the ordinary resolution(s) set out in the notice convening the SGM and at the SGM (or at any adjourned meeting thereof) to vote for me/us and on my/our behalf in respect of the said resolutions as hereinunder indicated or, if no such indication is given, as my/our proxy thinks fit.

	ORDINARY RESOLUTIONS4	FOR5	AGAINST5
1.	THAT:
	(a) to approve, ratify and confirm the entering into of the New Component Agreement by
	the Company and the New Component Transactions contemplated thereunder; (b) to
	approve the proposed caps in relation to the New Component Transactions; and (c) to
	authorise any one Director or any two Directors, as the case may be, to execute documents
	and do all things to give effect to the same.
2.	THAT:
	(a) to approve, ratify and confirm the entering into of the New Child Products Agreement
	by the Company and the New Child Products Transactions contemplated thereunder; (b) to
	approve the proposed caps in relation to the New Child Products Transactions; and (c) to
	authorise any one Director or any two Directors, as the case may be, to execute documents
	and do all things to give effect to the same.

Dated:

Signature[6] :

Notes:

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

2. Please insert the number of the Share(s) 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 Share(s) registered in your name(s).

3. Please insert the name and address of the proxy desired. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE SGM WILL ACT AS YOUR PROXY. ANY ALTERATION MADE IN THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON(S) WHO SIGN(S) IT.

4. The description of the resolutions is by way of summary only. The full text of all the resolutions appears in the notice of the SGM dated 12 December 2018.

5. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, TICK (P) IN THE RELEVANT BOX BELOW THE BOX MARKED ‘‘FOR’’. IF YOU WISH TO VOTE AGAINST A RESOLUTION, TICK(P) IN THE RELEVANT BOX BELOW THE BOX MARKED ‘‘AGAINST’’. IF YOU WISH TO USE LESS THAN ALL YOUR VOTES, OR TO CAST SOME OF YOUR VOTES ‘‘FOR’’ AND SOME OF YOUR VOTES ‘‘AGAINST’’ A PARTICULAR RESOLUTION, YOU MUST WRITE THE NUMBER OF VOTES IN THE RELEVANT BOX(ES). Failure to tick either box or write the number of votes in the box in respect of a resolution will entitle your proxy to cast your vote in respect of that resolution at his/her discretion or to abstain from voting. Your proxy will also be entitled to vote at his/her discretion or to abstain from voting on any resolution properly put to the meeting other than those referred to in the Notice.

6. Thisthe handformofofanproxyofficermustor attorneybe signeddulyby youauthorisedor youronattorneythat corporationduly authorised’s behalf.in writing or, in the case of a corporation, must be either executed under its common seal or under

7. In the case of joint registered holders of any Share(s), any one of such persons may vote at the SGM or at any adjourned meeting thereof (as the case may be), either in person or by proxy, in respect of such Share(s) as if he/she were solely entitled thereto, but if more than one of such joint holders are present at the SGM or at any adjourned meeting thereof (as the case may be) in person 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(s) shall alone be entitled to vote in respect thereof.

8. Indepositedorder toatbethevalid,branchthisshareformregistrarof proxy,andtogethertransferwithofficeany ofpowerthe Companyof attorneyin orHongotherKong,authorityTricor(ifTengisany) underLimitedwhichat Levelit is signed,22, Hopewellor a notariallyCentre, certified183 Queencopy’s Roadthereof,East,mustHongbe Kong not later than 48 hours before the time appointed for holding the SGM (i.e. not later than 10:30 a.m. on Saturday, 29 December 2018 (Hong Kong time)) or any adjourned meeting thereof (as the case may be).

9. If you are holder of two or more Shares, you may appoint not more than two proxies (or, in the case of a recognised clearing house, may appoint number of proxy(ies) not more than the number of Share(s) held by it) to attend the SGM. A proxy need not be a shareholder of the Company but must attend the SGM or any adjourned meeting thereof (as the case may be) in person to represent you.

10. Completion and delivery of this form of proxy will not preclude you from attending and voting at the SGM or at any adjourned meeting thereof (as the case may be) should you so wish. If you attend and vote at the SGM or at any adjourned meeting thereof (as the case may be) in person, the authority of your proxy will be revoked.

11. Capitalised terms used herein shall have the same meanings as those defined in the circular of the Company dated 12 December 2018, unless the context requires otherwise.