Hongxing Coldchain (Hunan) Co., Ltd. — Proxy Solicitation & Information Statement 2016

Jul 11, 2016

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(incorporated in Bermuda with limited liability) (Stock Code: 702)

FORM OF PROXY

Form of proxy for the special general meeting (the “ SGM ”) of Sino Oil and Gas Holdings Limited (the “ Company ”) to be held at Capital Conference Services Limited, Suite 2418, 24/F., Jardine House, 1 Connaught Place, Central, Hong Kong on 28 July 2016 at 3 p.m. or any adjournment thereof:

I/We [(Note 1)]

of

being the registered holder(s) of [(Note 2)] hereby appoint [(Note 3)] of

shares of HK$0.01 each in the share capital of the Company

,

or failing him, the Chairman of the SGM, as my/our proxy to attend on my/our behalf the SGM (and any adjournment thereof) and to act and vote for me/us in my/our name(s) in respect of the resolutions set out in the notice of the SGM dated 12 July 2016 (the “ Notice ”) (with or without amendments) as hereunder indicated, or if no indication is given, as my/our proxy thinks fit.

Unless otherwise defined, capitalized terms used in this form of proxy shall have the same meanings as defined in the circular of the Company dated 12 July 2016.

ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	FOR(Note 4)	FOR(Note 4)	AGAINST(Note 4)
1.	To approve, ratify and confirm the Subscription Agreement (taking into account the Put and Call Option Deed) and to approve the transactions contemplated thereunder and the grant of the Specific Mandate and to authorise any one executive Director to take all such actions as he considers necessary, appropriate, desirable and expedient for the purposes of giving effect to or in connection with the Subscription Agreement and all transactions contemplated thereunder including but not limited to the creation and issue of the Convertible Bonds and the allotment and issue of the Conversion Shares.
2.	To appoint Mr. Jason Chun Tung Chen as a non-executive Director effective on the date of completion of the Subscription and to authorize any one executive Director to enter into a service contract with him and fix his remuneration.
Dated the		day of	2016 Signature_(Note 7)_

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 of HK$0.01 each in the issued share capital of the Company registered in your name(s); if no number is inserted, this form of proxy will be deemed to relate to all the shares of the Company registered in your name(s).

3. Full name and address of proxy to be inserted in BLOCK CAPITALS. IF NOT COMPLETED, THE CHAIRMAN OF THE SGM WILL ACT AS YOUR PROXY . Any member of the Company entitled to attend and vote at the SGM is entitled to appoint a proxy to attend and vote on his/her behalf, subject to the By-laws of the Company. A member who is the holder of two or more shares of the Company may appoint more than one proxy to represent him/her to attend and vote on his/her behalf. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed.

4. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, TICK IN THE BOX MARKED “FOR” BESIDE THE APPROPRIATE RESOLUTION. IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, TICK IN THE BOX MARKED “AGAINST” . If no direction is given, your proxy will be entitled to vote or abstain as he thinks fit. Your proxy will be entitled to vote or abstain at his discretion on any resolution properly put to the SGM other than those referred to in the Notice.

5. 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 certified copy of that power or authority, must be deposited at the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Ltd., at Shops 1712-1716, 17/F, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, not less than 48 hours before the time appointed for the holding of the SGM or any adjournment thereof.

6. Where there are joint holders of any share, any one of such joint holders may vote at the SGM, either personally 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 are present at the SGM personally or by proxy, then the one of such joint holders so present whose name stands first on the register of members of the Company shall, in respect of such share, be entitled alone to vote in respect thereof.

7. This form of proxy must be signed by you or your attorney duly authorized in writing or, if you are a corporation, must either be executed under seal or under the hand of an officer or attorney duly authorized.

8. The proxy need not be a member of the Company but must attend the SGM in person to represent you.

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

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