Nan Nan Resources Enterprise Limited — Proxy Solicitation & Information Statement 2012

Jul 6, 2012

NAN NAN RESOURCES ENTERPRISE LIMITED 南南資源實業有限公司

(Incorporated in Bermuda with limited liability)

(Stock Code: 1229)

FORM OF PROXY FOR ANNUAL GENERAL MEETING TO BE HELD ON 29 AUGUST 2012 (OR ANY ADJOURNMENT THEREOF)

I/We[1]

of

being the registered holder(s) of[2] shares of HK$0.10 each in the capital of Nan Nan Resources Enterprise Limited (the “Company”) HEREBY APPOINT[3] the chairperson of the meeting or of

as my/our proxy to attend and vote for me/us and on my/our behalf at the annual general meeting (“AGM”) of the Company to be held at Suites 1003–1006, 10/F., Two Pacific Place, 88 Queensway, Hong Kong on 29 August 2012 at 12:00 noon (or at any adjournment thereof) in respect of the resolutions set out in the notice of AGM as hereunder indicated, and, if no such indication is given, as my/our proxy thinks fit.

		AS ORDINARY RESOLUTIONS		For4	Against4	Against4
	1.	To consider and approve the audited consolidated financial statements and the
		reports of the directors and auditor of the Company for the year ended 31 March
		2012.
	2.	(i) To re-elect Mr. Kwan Man Fai as an executive director of the Company;
		(ii) To re-elect Mr. Wong Man Hin, Raymond as an independent non-executive
		director of the Company;
		(iii) To authorise the board of directors of the Company to fix the directors’
		remuneration.
	3.	To re-appoint Crowe Horwath (HK) CPA Limited as the auditor of the Company
		and to authorise the board of directors to fix the auditor’s remuneration.
	4.	To grant a general mandate to the directors of the Company to repurchase shares
		of the Company not exceeding 10% of the existing issued share capital of the
		Company at the date of passing this resolution.
	5.	To grant a general mandate to the directors of the Company to allot and issue
		shares of the Company not exceeding 20% of the existing issued share capital of
		the Company at the date of passing this resolution.
	6.	To extend the general mandate granted to the directors to issue shares of the
		Company under resolution 5 by including the amount of the shares repurchased
		by the Company under resolution 4.
	Dated	this day of 2012. Signature(s)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 capital of the Company registered in your name(s).

2. If any proxy other than the chairperson of the meeting is preferred, delete the words “the chairperson of the meeting or” and insert the name and address of the proxy desired in the space provided. ANY ALTERNATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT. The proxy needs not be a member of the Company but must attend the meeting (or any adjournment thereof) to represent you.

3. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, TICK (“ ✔ “) THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST ANY RESOLUTION TICK (“ ✔ “) THE BOX MARKED “AGAINST” . Failure to tick a box will entitle your proxy to cast your vote at his/her discretion. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the meeting other than those referred to in the notice convening the meeting.

4. 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 such power or authority, must be deposited at the Company’s Hong Kong branch share registrar, Union Registrars Limited, at 18th Floor, Fook Lee Commercial Centre, Town Place, 33 Lockhart Road, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the said meeting or adjourned meeting.

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

6. In the case of joint registered holders, any one of such holders may attend and vote at the meeting either personally or by proxy, but if more than one of such joint holders be present at the meeting personally or by proxy, the vote of the said persons so present whose name stands first in the register of members in respect of the joint holding shall be accepted to the exclusion of the votes of the other joint holders.