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Hang Seng Bank Limited Proxy Solicitation & Information Statement 2009

Jan 29, 2009

48870_rns_2009-01-29_9beeea59-ec8c-4c25-8738-d4427745d4f0.pdf

Proxy Solicitation & Information Statement

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China Fortune Holdings Limited 中國長遠控股有限公司[*]

(Incorporated in Bermuda with limited liability, carrying on business in H.K. as CFH Limited)

(Stock Code: 110)

FORM OF PROXY FOR USE AT THE SPECIAL GENERAL MEETING

to be held on 18 February 2009 at 11:00 a.m. at Room 1505-7, Tower A, Regent Centre, 63 Wo Yi Hop Road, Kwai Chung, Hong Kong.

I/We[#] (Note 1)

of

being the registered holder(s) of share(s) (Note 2) of HK$0.10 each in the capital of China Fortune Holdings Limited (the “Company”), HEREBY APPOINT THE CHAIRMAN OF THE MEETING or (Note 3)

of

as my/our[#] proxy to vote and act for me/us[#] at the Special General Meeting (the “SGM”) (and at any adjournment thereof) of the Company to be held on 18 February 2009 at 11:00 a.m. at Room 1505-7, Tower A, Regent Centre, 63 Wo Yi Hop Road, Kwai Chung, Hong Kong (the “Meeting”) for the purpose of considering and, if thought fit, passing the following resolutions, as set out in the notice convening the SGM.

Please indicate with a (�) in the spaces provided how you wish your vote(s) to be cast. Should this form be returned duly signed but without a specific direction, the proxy will vote or abstain at his discretion.

FOR AGAINST ORDINARY RESOLUTIONS (Note 4) (Note 4) 1 To approve, ratify and confirm the fourth supplemental agreement (the “Supplemental Agreement IV — Acquisition”) entered into between the Company’s wholly-owned subsidiary, namely Express Fortune Holdings Limited, as the purchaser and Messrs. Lau Siu Ying, Lau Hung Bing and Lau Kin Ying as the vendors (the “Vendors”) on 6 January 2009 regarding the acquisition of the entire equity interest in Richly Giant International Limited and to authorise any one or more of the directors of the Company to implement all transactions contemplated thereunder including but not limited to the issue and allotment of 306,016,300 consideration shares at HK$0.55 each to the Vendors or their respective nominee(s) and the issue and allotment of 142,857,142 conversion shares at HK$0.70 each (subject to adjustments) which may fall to be issued and allotted upon exercise of the conversion rights attaching to the convertible bonds in the principal amount of HK$100,000,000 to be issued to Mr. Lau Siu Ying or his nominee(s) as part of the consideration payable under the Supplemental Agreement IV — Acquisition. 2 To authorise any one or more of the directors of the Company to do all such acts and things and execute all such documents which he/they consider(s) necessary or expedient for the implementation of and giving effect to the Supplemental Agreement IV — Acquisition and the transactions contemplated thereunder for and on behalf of the Company.

Dated this day of 2009 Signed (Note 5)

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 in the Company registered in your name(s).

  3. If any proxy other than the Chairman is preferred, strike out THE CHAIRMAN OF THE MEETING and insert the name and address of the proxy desired in the space provided. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

  4. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION, TICK THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST THE RESOLUTION, TICK THE BOX MARKED “AGAINST”. Failure to complete the boxes will entitle your proxy to cast his vote at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the SGM other than that referred to in the notice convening the SGM.

  5. This form of proxy shall be in writing under your hand(s) or of your attorney(s) duly authorised in writing or, if you are a corporation, either under your seal or under the hand of an officer, attorney or other person authorised to sign the same.

  6. Where there are joint holders of any share any one of such joint holder may vote, either in person or by proxy, in respect of such share as if he were solely entitled thereto, but if more than one of such joint holders be present at the SGM the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the principal register and where applicable, any branch register of members to be kept pursuant to the provisions of the Companies Act 1981 of Bermuda in respect of the joint holding.

  7. This form of proxy and (if required by the Board) the 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 branch share registrar in Hong Kong, namely Tricor Abacus Limited of 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the SGM or adjourned meeting at which the person named in the form of proxy proposes to vote or, in the case of a poll taken subsequently to the date of a meeting or adjourned meeting, not less than 24 hours before the time appointed for the taking of the poll and in default the form of proxy shall not be treated as valid.

  8. This form of proxy shall not be valid after the expiration of 12 months from the date named in it as the date of its execution, except at an adjourned meeting or on a poll demanded at a meeting or an adjourned meeting in cases where the meeting was originally held within 12 months from such date.

  9. Delivery of this form of proxy shall not preclude you from attending and voting in person at the SGM and in such event, this form of proxy shall be deemed to be revoked.

  10. For identification purpose only

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