Min Xin Holdings Limited — Proxy Solicitation & Information Statement 2019

Apr 24, 2019

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CHINA INVESTMENTS HOLDINGS LIMITED 中國興業控股有限公司[*]

(Incorporated in Bermuda with limited liability)

(Stock code: 132)

PROXY FORM

Proxy form for use at the second special general meeting of 2019 to be held on Thursday, 23 May 2019 at 10:50 a.m. and at any adjournment thereof

I/We (note 1)

of

being the registered holder(s) of (note 2)

shares

of HK$0.10 each in the capital of CHINA INVESTMENTS HOLDINGS LIMITED ( “ the Company ” ), HEREBY APPOINT THE CHAIRMAN OF THE MEETING or (note 3)

of

as my/our proxy to attend the second special general meeting of 2019 of the Company to be held at the Luxembourg Room, 3rd Floor, Regal Kowloon Hotel, 71 Mody Road, Tsimshatsui, Kowloon, Hong Kong on Thursday, 23 May 2019 at 10:50 a.m. (or such time immediately following the conclusion (or adjournment) of the first special general meeting of 2019 of the Company to be held on the same day and at the same place, whichever is later) and at any adjournment thereof, and vote for me/us as indicated below (note 4).

		Ordinary Resolution	For(note 4)	Against(note 4)
1.	“THAT:
	(a)	the extension deed (the “Extension Deed”, a copy of which has been produced before the meeting
		marked “A” and initialed by the chairman of the meeting for identification purpose) dated 12
		March 2019 entered into between the Company and Prize Rich Inc. (“Prize Rich”) in relation
		to the extension of maturity date of the outstanding convertible bonds in the principal amount of
		HK$166,232,000 (the “Convertible Bonds”) by 5 years from 13 October 2019 to 13 October 2024
		(the “Extension”) be and is hereby approved, confirmed and ratified;
	(b)	subject to The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) approving the
		Extension, the board of directors of the Company be and is hereby granted a specific mandate to
		allot and issue new shares of HK$0.10 each in the share capital of the Company (the “Conversion
		Shares”) upon exercise of the conversion rights attaching to the Convertible Bonds in accordance
		with the terms and conditions of the Convertible Bonds (as revised by the Extension) ; and
	(c)	any director of the Company (the “Director”), or if affixation of the common seal is necessary, any
		two Directors or any one Director and the secretary of the Company, be and is/are hereby authorised
		for and on behalf of the Company to execute all such documents and agreements and do all such acts
		and things, including but without limitation to the execution of all such documents under common
		seal where applicable, as he/she may in his/her discretion consider necessary, expedient or desirable
		for the purpose of or in connection with the implementation of or giving effect to the Extension or
		the Extension Deed and all matters incidental thereto or in connection therewith.”

Dated:

, 2019 Shareholder’s signature (note 5):

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS .

2. Please insert the number of shares of HK$0.10 each registered in your name(s). If no number is inserted, the proxy form will be deemed to relate to all the shares of the Company registered in your name(s).

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

4. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, PLEASE TICK THE BOX MARKED “FOR” BESIDE THE APPROPRIATE RESOLUTION. IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, PLEASE TICK THE BOX MARKED “AGAINST” BESIDE THE APPROPRIATE RESOLUTION. Failure to complete any or all boxes will entitle your proxy to cast his votes on the relevant resolutions at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the meeting other than those referred to in the notice convening the meeting.

5. This proxy form must be signed by you or your attorney duly authorized in writing or, in the case of a corporation, this proxy form must be under its common seal or under the hand of an officer or attorney duly authorized.

6. Where there are joint registered holders of any share, any one of such persons may vote at any meeting, either in person or by proxy, in respect of such shares as if he were solely entitled thereto, but if more than one of such joint holders be present at any meeting personally or by proxy, that one of the said persons so present whose name stands first on the register of members in respect of such shares shall alone be entitled to vote in respect thereof.

7. To be valid, the proxy form 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 principal place of business of the Company at Unit 501, Wing On Plaza, 62 Mody Road, Tsimshatsui, Kowloon, Hong Kong not less than 48 hours before the time for holding the meeting or any adjournment thereof.

8. Any member of the Company entitled to attend and vote at the meeting shall be entitled to appoint one or more proxies to attend and, on a poll, vote instead of him. A proxy need not be a member of the Company but must attend the meeting in person to represent you.

9. Completion and deposit of the proxy form will not preclude you from attending and voting at the meeting if you so wish.

PERSONAL INFORMATION COLLECTION STATEMENT

• (i) “Personal Data” in this statement has the same meaning as “personal data” in the Personal Data (Privacy) Ordinance, Chapter 486 of the Laws of Hong Kong (“PDPO”).

• (ii) Your Personal Data is supplied to the Company on a voluntary basis. Failure to provide sufficient information may render the Company not able to process your instructions and/or request as stated in this proxy form.

• (iii) Your Personal Data may be disclosed or transferred by the Company to its subsidiaries, the share registrar, and/or other companies or bodies for any of the stated purposes, and retained for such period as may be necessary for verification and record purposes.

• (iv) You have the right to request access to and/or correction of your Personal Data in accordance with the provisions of the PDPO. Any such request for access to and/or correction of your Personal Data should be in writing and sent to the Company.

• For identification purpose only