Prinx Chengshan Holdings Limited — Proxy Solicitation & Information Statement 2019

Feb 27, 2019

Prinx Chengshan (Cayman) Holding Limited 浦林成山（開曼）控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1809)

FORM OF PROXY FOR USE AT THE ANNUAL GENERAL MEETING TO BE HELD ON FRIDAY, MARCH 29, 2019

I/We [(Note][1)] of

being the registered holder(s) of [(Note2)] shares of US$0.00005 each in the Holding Limited (the “ Company ”) hereby appoint the Chairman of the annual general meeting of the Company, or [(Note][3)]

shares of US$0.00005 each in the share capital of Prinx Chengshan (Cayman)

of as my/our proxy to attend and vote for me/us and on my/our behalf at the annual general meeting of the Company (the “ Meeting ”) to be held at Boardroom 3-4, M/F, Renaissance Harbour View Hotel, 1 Harbour Road, Wanchai, Hong Kong on Friday, March 29, 2019 at 10:00 a.m. and at any adjournment thereof for the purpose of considering and, if thought fit, passing the ordinary resolutions as set out in the notice of the Meeting as indicated below or if no such indication is given, as my/our proxy thinks fit and in respect of any other of business that may properly come before the Meeting and/or at any adjournment thereof:

			ORDINARY RESOLUTIONS	FOR (Note 4)	FOR (Note 4)	FOR (Note 4)	AGAINST (Note 4)	AGAINST (Note 4)	AGAINST (Note 4)
	1.		To receive and adopt the audited consolidated financial statements of the Company and	its
			subsidiaries and the reports of the directors and the independent auditors for the year ended December
			31, 2018.
	2.		To approve and declare a final dividend of HK$0.238 per ordinary share in the issued share capital of
			the Company for the year ended December 31, 2018 payable to the shareholders whose names appear
			on the register of members of the Company as at the close of business on April 9, 2019.
	3.		To consider and approve, each as a separate resolution, if thought fit, the following resolutions:
			(a)to re-elect Mr. Che Baozhen as an executive Director;
			(b)to re-elect Mr. Che Hongzhi as a non-executive Director;
			(c)to re-elect Mr. Shi Futao as an executive Director;
			(d)to re-elect Mr. Zhang Xuehuo as an independent non-executive Director;
			(e)to re-elect Mr. Choi Tze Kit, Sammy as an independent non-executive Director;
			(f)to re-elect Mr. Wang Chuansheng as an independent non-executive Director; and
			(g)to authorise the board of Directors of the Company (the “Board”) to determine the
			Directors’ remuneration.
	4.		To re-appoint PricewaterhouseCoopers as the auditors and to authorise the Board to fix their
			remuneration.
	5.		To give a general mandate to the Directors to allot, issue and deal with additional shares of the
			Company not exceeding 20% of the total number of issued shares of the Company as at the date	of
			passing of this resolution.
	6.		To give a general mandate to the Directors to repurchase shares of the Company not exceeding 10%
			of the total number of issued shares of the Company as at the date of passing of this resolution.
	7.		To extend the general mandate granted to the Directors to allot, issue and deal with additional shares
			in the capital of the Company by the addition thereto the total number of the shares repurchased	by
			the Company pursuant to the mandate by resolution No. 6.
	Dated	this	day of2019Signature						(Note 5)

Notes:

1. Full name(s) and address(es) must be inserted in BLOCK CAPITALS . The name of all joint holders should be stated.

2. Please insert the number of shares registered in your name(s) to which the proxy relates. 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. If any proxy other than the Chairman is preferred, please strike out “the Chairman of the annual general meeting of the Company, or” and insert the name and address of the proxy desired in the space provided. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON(S) WHO SIGN(S) IT.

4. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION, TICK THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST THE RESOLUTION, TICK THE BOX MARKED “AGAINST” . Failure to tick either box will entitle your proxy to cast your vote or abstain at his discretion. Your proxy will also be entitled to vote or abstain at his discretion on any resolution properly put to the Meeting and/or at any adjournment thereof other than those referred to in the notice convening the Meeting.

5. This form of proxy shall be in writing under the hand of the appointor or of his attorney duly authorized in writing or, if the appointor is a corporation, either under its seal or under the hand of an officer, attorney or other person authorized to sign the same. In the case of this form of proxy purporting to be signed on behalf of a corporation by an officer thereof it shall be assumed, unless the contrary appears, that such officer was duly authorized to sign this form on behalf of the corporation without further evidence of the fact.

6. Any member entitled to attend and vote at the Meeting is entitled to appoint another person as his proxy to attend and vote instead of him. A member holding two or more shares may appoint more than one proxy. A member may appoint a proxy in respect of part only of his holding of shares in the Company. A proxy need not be a member of the Company.

7. This form of proxy and (if required by the board of directors of the Company) the power of attorney or other authority (if any) under which it is signed, or a certified copy of such power or authority, shall be delivered to the office of the Hong Kong branch share registrar and transfer office of the Company, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than forty-eight (48) hours before the time appointed for holding the Meeting (i.e. before 10:00 a.m. on March 27, 2019) or adjourned meeting at which the person named in this form proposes to vote or, in the case of a poll taken subsequently to the date of the Meeting or adjourned meeting, not less than forty-eight (48) hours before the time appointed for the taking of the poll and in default this form of proxy shall not be treated as valid.

8. Delivery of this form of proxy shall not preclude a member from attending and voting in person at the Meeting and in such event, this form of proxy shall be deemed to be revoked.

9. Where there are joint holders of any share any one of such joint holders may vote, either in person or by proxy, in respect of such share as if he were solely entitled thereto, but if more than one of such joint holders be present at the meeting the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.

10. The notice of the Meeting is set out in the Company’s circular dated February 28, 2019.

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 AGM 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 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 mail to Computershare Hong Kong Investor Services Limited at the above address.