Mao Geping Cosmetics Co., Ltd. — Proxy Solicitation & Information Statement 2017

Jun 30, 2017

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GREAT WALL PAN ASIA HOLDINGS LIMITED (長城環亞控股有限公司 )[*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 583)

FORM OF PROXY FOR THE SPECIAL GENERAL MEETING TO BE HELD ON FRIDAY, 21 JULY 2017 (AND AT ANY ADJOURNMENT THEREOF)

I/We [(Notes][1][&][4)]

of being the registered holder(s) of [(Note][2)] ordinary shares of HK$0.10 each in the share capital of Great Wall Pan Asia Holdings Limited (the “ Company ”) hereby appoint the Chairman of the Meeting [(Note] 3) or of

as my/our proxy to attend, act and vote for me/us and on my/our behalf as directed below at the special general meeting (the “ SGM ”) of the Company to be held at United Conference Centre, 10/F., United Centre, 95 Queensway, Admiralty, Hong Kong on Friday, 21 July 2017 at 11:00 a.m. and at any adjournment thereof and to exercise all rights conferred on proxies under law, regulation and the Bye-Laws of the Company.

Please tick (“✔”) in the appropriate boxes to indicate how you wish your vote(s) to be cast on a poll [(Note][5)] .

Ordinary Resolutions For [(Note][5)] Against [(Note][5)] 1. “ THAT (a) the First Sale and Purchase Agreement dated 19 May 2017 (the “ First Sale and Purchase Agreement ”), a copy of which has beeninto betweenproducedGreatto theWallmeetingPan AsiamarkedIII “A”Holdingand initialledLimited (theby the“ First Chairman Purchaser of the”) meetingand ChinaforGreatidentificationWall AMCpurposes)(International)entered HoldingsInvestmentCompanyCo., LimitedLimited(長城環亞國際投資有限公司(中國長城資產(國際)控股有限公司)”) (the “ Vendor ) (formerly”), pursuantknownto whichas “Greatthe VendorWall PanconditionallyAsia Internationalagreed to sell, and the First Purchaser conditionally agreed to purchase, the entire issued share capital in the First Target Company, for a cash consideration of HK$38,701,969 be and is hereby approved, ratified and confirmed; and (b) any one of the Directors of the Company be and is hereby authorised to do all such acts and things, to sign and execute all documents or agreements under hand (and, where required, under the common seal of the Company together with any other Director or the Company Secretary of the Company) for and on behalf of the Company as he/she/they may consider necessary, desirable, appropriate or expedient in connection with and/or to implement and/or give effect to the First Sale and Purchase Agreement and the transactions contemplated thereunder, and to agree to such verification, amendment or waiver as are, in the opinion of the Directors, in the interests of the Company.” 2. “ THAT (a) the Second Sale and Purchase Agreement dated 19 May 2017 (the “ Second Sale and Purchase Agreement ”), a copy of which hasintobeenbetweenproducedGreattoWallthe Pan Asiameeting markedII Holding“B”Limitedand initialled(the “ Second by the Chairman Purchaser of”)theandmeetingthe Vendor,for identificationpursuant to purposes)which the enteredVendor conditionally agreed to sell, and the Second Purchaser conditionally agreed to purchase, the entire issued share capital in the Second Target Company, for a cash consideration of HK$868,834 be and is hereby approved, ratified and confirmed; and (b) any one of the Directors of the Company be and is hereby authorised to do all such acts and things, to sign and execute all documents or agreements under hand (and, where required, under the common seal of the Company together with any other Director or the Company Secretary of the Company) for and on behalf of the Company as he/she/they may consider necessary, desirable, appropriate or expedient in connection with and/or to implement and/or give effect to the Second Sale and Purchase Agreement and the transactions contemplated thereunder and to agree to such verification, amendment or waiver as are, in the opinion of the Directors, in the interests of the Company.” 3. “ THAT (a) subjectand restatedto thebypassingthe restatedof theassetresolutionmanagementno. 1 above,agreementthe originaldated 29assetJunemanagement2017 (the “ Restated Asset agreement dated Management Agreement 19 May 2017, as amended”), a copy of which has been produced to the meeting marked “C” and initialled by the Chairman of the meeting for identification purposes) entered into between the First Target Company and the Vendor, pursuant to which the First Target Company conditionally agreed to provide discretionary asset management services to the Vendor pursuant to the terms and conditions contained therein be and is hereby approved, ratified and confirmed; and (b) any one of the Directors of the Company be and is hereby authorised to do all such acts and things, to sign and execute all documents or agreements under hand (and, where required, under the common seal of the Company together with any other Director or the Company Secretary of the Company) for and on behalf of the Company as he/she/they may consider necessary, desirable, appropriate or expedient in connection with and/or to implement and/or give effect to the Restated Asset Management Agreement (including the proposed annual caps contemplated thereunder) and the transactions contemplated thereunder and to agree to such verification, amendment or waiver as are, in the opinion of the Directors, in the interests of the Company.”** Signature [(Note][6)] : Date: 2017

Notes:

1. Please insert your full name and address in BLOCK CAPITALS . Only one of joint holders should be mentioned (please refer to note 4 below for details).

2. Please insert the number of shares in the Company registered in your name to which this proxy relates. If a number is inserted, this form of proxy will be deemed to relate only to those shares. 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 (whether alone or jointly with others).

3. If any proxy other than the Chairman of the meeting is preferred, please strike out the words “the Chairman of the Meeting or” and insert the name and address of the proxy desired in BLOCK CAPITALS in the space provided. A proxy need not be a shareholder of the Company. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT .

4. Where there are joint registered holders of any share, any one of such persons may vote at the SGM (or at any adjournment thereof), either personally 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 be present at the SGM personally 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) will alone be entitled to vote in respect thereof. Several executors or administrators of a deceased member in whose name any share stands will be deemed joint holders thereof.

5. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, PLEASE TICK (“ ✔ ”) THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST A RESOLUTION, PLEASE TICK (“ ✔ ”) THE BOX MARKED “AGAINST” . If no indication is given, your proxy will vote or abstain at his/her discretion. On a poll, a member is entitled to one vote for every fully-paid share held and a member entitled to more than one vote need not use all his/her votes or cast his/her votes in the same way. A tick (“✔”) in the relevant box indicates that the votes attached to all the shares stated above as held by you will be cast accordingly and a number in the relevant box indicates that the votes attached to the number of shares referred to in the box will be cast accordingly. The total number of shares referred to in the two boxes for the same resolution cannot exceed the number of shares stated above as this proxy relates.

6. This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must be either under its common seal or under the hand of an officer or attorney so authorised. 7. 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 notarially certified copy thereof), must be delivered to the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong no later than 11:00 a.m. on Wednesday, 19 July 2017 (or if the SGM is adjourned, not less than 48 hours before the time appointed for holding of the adjourned SGM) .

7. Completion and delivery of this form of proxy will not preclude you from attending and voting in person at the SGM and any adjournment thereof if you so wish. * For identification purpose only

8. ** The full text of the resolution is set out in the notice of SGM

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 SGM (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 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. 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. Request for access to and/or correction of the relevant personal data can be made in accordance with the provisions of the Personal Data (Privacy) Ordinance and any such request should be in writing by either of the following means: By mail to: Personal Data Privacy Officer

By email to:

Computershare Hong Kong Investor Services Limited 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong hkinfo@computershare.com.hk