JiaChen Holding Group Limited — Proxy Solicitation & Information Statement 2017

Apr 26, 2017

中國稀土控股有限公司 China Rare Earth Holdings Limited

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 769)

PROXY FORM

Form of proxy for use by shareholders at the annual general meeting to be convened at 2:30 p.m. on Friday, 16 June 2017 at 27th Floor, Club Lusitano, 16 Ice House Street, Central, Hong Kong

I/We [(note a)]

of

being the holder(s) of

[(note b)] shares of HK$0.10 each in the

capital of China Rare Earth Holdings Limited (“Company”), hereby appoint the Chairman of the annual general meeting of the Company (“Meeting”) or

of

to act as my/our proxy [ (note c)] at the Meeting to be held at 2:30 p.m. on Friday, 16 June 2017 at 27th Floor, Club Lusitano, 16 Ice House Street, Central, Hong Kong 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 on a poll.

	ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	FOR(note d)	AGAINST (note d)
1.		To receive and consider the audited consolidated financial statements of the Company and its subsidiaries for the year ended 31 December 2016 and the Directors’ report and the Independent Auditor’s report thereon.
2.		To re-elect Ms.Qian Yuanyingas an executive Director.
3.		To re-elect Mr. HuangChunhua as an independent non-executive Director.
4.		To authorise the Board of Directors to fix the Directors’ remuneration.
5.		To re-appoint the retiring auditor, Ascenda Cachet CPA Limited and to authorise the Board of Directors to fix its remuneration.
6.		To give a general mandate to the Directors to allot, issue and deal with unissued shares not exceeding20% of the total number of issued shares of the Company.
7.		To give a general mandate to the Directors to repurchase shares of the Company not exceeding10% of the total number of issued shares of the Company.
8.		To extend the general mandate granted to the Directors to allot, deal with additional shares of an amount not exceeding the amoun repurchased bythe Company.	issue and t of shares
Date	Signature		(notes e, f, g and h)

Signature

Notes:

• a. Full name(s) and address(es) are to be inserted in BLOCK CAPITALS . The names of all joint registered holders should be stated. b. 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 capital of the Company registered in your name(s).

• c. A proxy need not be a member 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 as your proxy in the space provided.

• d. 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 (“✓”) the boxes marked “Against”. If the form returned is duly signed but without specific direction on any of the proposed resolutions, the proxy will vote or abstain at his 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 discretion. A proxy will also be entitled to vote at his discretion on any resolution properly put to the Meeting other than those set out in the notice convening the Meeting.

• e. In the case of joint registered holders of any share, this form of proxy may be signed by any joint registered holder, but if more than one joint registered holder are present at the Meeting, whether in person or by proxy, that one of the joint registered holders whose name stands first on the register of members in respect of the relevant jointly registered share shall alone be entitled to vote in respect thereof to the exclusion of the votes of the other joint registered holders.

• f. The form of proxy must be signed by a shareholder, or his 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.

• g. 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 offices of the Company’s Hong Kong branch registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 48 hours before the time of the Meeting or any adjournment thereof (i.e. no later than 2:30 p.m. on Wednesday, 14 June 2017).

• h. Any alteration made to this form should be initialed by the person who signs the form. i. Completion and return of this form of proxy will not preclude you from attending and voting in person at the Meeting or any adjournment thereof if you so wish.

PERSONAL INFORMATION COLLECTION STATEMENT

Your supply of your and your proxy’s (or proxies’) name(s) and address(es) is on a voluntary basis for the purpose of processing your request for the appointment of a proxy (or proxies) and your voting instructions for the Meeting of the Company (the ‘Purposes’). We may transfer your and your proxy’s (or proxies’) name(s) and address(es) to our agent, contractor, or third party service provider who provides administrative, computer and other services to us 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. Your and your proxy’s (or proxies’) name(s) and address(es) will be retained for such period as may be necessary to fulfil the Purposes. You/your proxy (or proxies) has/have the right to request access to and/or correction of the relevant personal data in accordance with the provisions of the Personal Data (Privacy) Ordinance and any such request should be in writing by mail to the Company at 15th Floor, Club Lusitano, 16 Ice House Street, Central, Hong Kong.