Sands China Ltd. — Proxy Solicitation & Information Statement 2012

Aug 13, 2012

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PACIFIC PLYWOOD HOLDINGS LIMITED

太 平 洋 實 業 控 股 有 限 公 司[*]

(Incorporated in Bermuda with limited liability)

(Stock code: 767)

Form of proxy for use at the special general meeting

to be held at Units 3301–3303, 33/F., West Tower Shun Tak Centre, 168–200 Connaught Road Central, Sheung Wan, Hong Kong on Friday, 7 September 2012 at 9:30 a.m.

I/We (Note 1)

of (Note 1)

being the registered holder(s) of (Note 2) shares of HK$0.01 each in the capital of the

Pacific Plywood Holdings Limited (the ‘‘Company’’), HEREBY APPOINT (Note 3)

of (Note 3)

or failing him, the Chairman of the meeting, to act for me/us as my/our proxy at the special general meeting of the Company to be held at Units 3301–3303, 33/F., West Tower Shun Tak Centre, 168–200 Connaught Road Central, Sheung Wan, Hong Kong on Friday, 7 September 2012 at 9:30 a.m. (and any adjournment thereof) and to vote for me/us and on my/our behalf of such resolutions as indicated below, and if no such indication is given, as my/our proxy thinks fit.

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----- Start of picture text ----- ORDINARY RESOLUTIONS (NoteFOR4) AGAINST(Note 4)1. ‘‘THAT, conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited (the ‘‘Stock Exchange’’) granting the listing of, and permissionto deal in, the Consolidated Shares (as defined below), with effect from the day following the day of passing of this resolution by the shareholders of theCompany:(a) Consolidationpareveryvalueeightof(8)’’HK$0.08existing); and shares(the ‘‘ofConsolidatedpar value of Share(s)HK$0.01’’each) (thein consolidationthe issued andofunissuedthe issuedshareandcapitalunissuedof the Companyshares in betheconsolidatedmanner described,into one the(1) share‘‘Shareof(b) any one director of the Company (the ‘‘Director’’) be and is authorised to approve, sign and execute such documents and take any and all steps, and to doand/orthis resolution.procure ’’to be done any and all acts and things which in his/her opinion may be necessary, desirable or expedient to implement and carry into effect2. ‘‘THAT(a) subject to and conditional upon (i) the passing of the resolutions numbered 1, 3 and 4 as set out in this notice; (ii) fulfillment or waiver (as applicable) ofthe conditions of the Underwriting Agreement (as defined below); (iii) the Listing Committee of the Stock Exchange granting the listing of, and permissionto deal in the Bonus Shares (as defined below); and (iv) the Underwriting Agreement not being terminated in accordance with its terms, the Rights Issue(as defined below) and the transactions contemplated thereunder be and are hereby approved;more(theForentitlementthe‘‘thanQualifyingpurpose435,653,664underoftheShareholdersthisRightsresolution,new ConsolidatedIssue’’) ‘‘willofRightsthebeSharesCompanydeterminedIssue’’(themeanswhose‘‘(otherRightsthenamesproposedthanSharesthoseappear’’issue) shareholdersatonabysubscriptionthewayregisterof(therightprice‘‘ofNon-Qualifyingofmembersnotof HK$0.56less ofthantheperShareholders342,412,634CompanyRights Shareatnew’’the) withtoConsolidateddatetheaddressesqualifyingby referenceSharesonshareholdersthetoandregisterwhichnotof members of the Company are outside Hong Kong whom the Directors, after making enquiries, consider their exclusion from the Rights Issue to benecessary or expedient on account either of the legal restrictions under the laws of the relevant place or the requirements of the relevant regulatory body orthereto)(Alliedstockfulfillment6 Julyexchange2012Summit(a copyofandtheinandofenteredthatconditionswhichKingstonplace)willintoonSecuritiessetbeamongtheproducedoutbasisinthecollectivelytheofCompany,totwounderwritingthe (2)SGMdefinedRightsAlliedand agreementmarkedSharesasSummitthe ‘‘for‘‘UnderwritersAInc.(the’’everyand(‘‘‘‘AlliedUnderwritingoneinitialed(1)’’);SummitConsolidatedby the’’Agreementchairman) andShareKingstonof’’heldtheincludingSGMSecuritiesand otherwiseforallthesupplementalLimitedpurposepursuant(‘‘Kingstonof toidentification)agreementsand subjectSecuritiesrelatingtodatedthe’’)(b) any Director be and is hereby authorised to allot and issue the Rights Shares pursuant to and in connection with the Rights Issue notwithstanding that (a)the Rights Shares may be offered, allotted or issued otherwise than pro rata to the Qualifying Shareholders and, in particular, the Directors be and areherebynecessary,authoriseddesirabletoormakeexpedientsuch exclusionshaving regardor otherto anyarrangementsrestrictions inor relationobligationsto fractionalunder the entitlementsBye-laws of and/orthe CompanyNon-Qualifying(the ‘‘Bye-lawsShareholders’’) or theas lawsthey of,deemorthe rules and regulations of any recognised regulatory body or any stock exchange in, any territory outside Hong Kong; and (b) the Rights Shares whichwould otherwise have been made available for application by the Qualifying Shareholders or the Non-Qualifying Shareholders (as the case may be) will bemade available for subscription under forms of application for excess Rights Shares;(c) the entering into the Underwriting Agreement by the Company be and is hereby approved, confirmed and ratified and the performance of the transactionscontemplated thereunder by the Company (including but not limited to the arrangements for taking up of the underwritten Rights Shares, if any, by theUnderwriters) be and are hereby approved;(d) any Director be and is hereby authorised to sign and execute such documents and do all such acts and things incidental to the Rights Issue or as he/sheconsiders necessary, desirable or expedient in connection with the implementation of or giving effect to the Rights Issue, the Underwriting Agreement andthe transactions contemplated thereunder;(e) the issue (the ‘‘Bonus Issue’’) of new Consolidated Shares (the ‘‘Bonus Shares’’), credited as fully paid, to the first registered holder of the ConsolidatedShares on the basis of five (5) Bonus Shares for every one (1) Rights Share taken up under the Rights Issue be and is hereby approved;(f) any Director be and is hereby authorised to allot and issue the Bonus Shares pursuant to or in connection with the Bonus Issue notwithstanding that thesame may be offered, allotted or issued otherwise than pro-rata to the existing shareholders of the Company and, in particular, the Directors be and arehereby authorised to make such exclusion or other arrangements in relation to fractional entitlements or Non-Qualifying Shareholders as they deemnecessary, desirable or expedient having regard to any restrictions or obligations under the Bye-laws or the laws of, or the rules and regulations of anyrecognised regulatory body or any stock exchange in, any territory outside Hong Kong; and(g) appropriationany Director beof andsuchissumherebyfromauthorisedthe Companyto sign’s reserveand executeaccountssuchordocumentsfunds or creditsand doofallthesuchprofitsactsandandlossthingsaccountincidentalin payingto theupBonusin fullIssuethe Bonus(includingShares)theorcontemplatedas he/she considersthereunder.necessary,’’ desirable or expedient in connection with the implementation of or giving effect to the Bonus Issue and the transactions3. ‘‘THAT(a) the waiver (the ‘‘Whitewash Waiver’’) granted or to be granted by the executive director (the ‘‘Executive Director’’) of the Corporate Finance Division ofthefromSecuritiesRule 26 ofandtheFuturesHong CommissionKong Code onof TakeoversHong Kongandor Mergersany delegate(the ‘‘ofTakeoversthe ExecutiveCodeDirector’’) in respectto Alliedof theSummitobligationpursuanton theto partNoteof1Alliedon dispensationsSummit tomake a mandatory general offer for all the securities of the Company other than those already owned or agreed to be acquired by Allied Summit and theparties acting in concert with it under Rule 26 of the Takeovers Code, as a result of Allied Summit being called upon by the Company to subscribe orprocure subscription for the Untaken Shares (as defined in the Underwriting Agreement) pursuant to the obligations under the Underwriting Agreement beand is hereby approved; and(b) anydiscretion,one Directordeem necessary,be and is desirablehereby authorizedor expedientto doto carryall acts,outdeedsor to giveand thingseffect toandanyto matterssign andrelatingexecuteto allor indocumentsconnectionas withhe/shethemay,Whitewashat his/herWaiver.absolute’’SPECIAL RESOLUTION4. THAT the existing Bye-laws be and are hereby amended by deleting the existing Bye-Law 140(A) in its entirety and substituting therefor the following new Bye-Law‘‘140.140(A):(A) The Company may, upon the recommendation of the Board, at any time and from time to time pass an ordinary resolution to the effect that it isdesirable to capitalise all or any part of any amount for the time being standing to the credit of any reserve or fund (including the profit and lossaccount) whether or not the same is available for distribution and accordingly that such amount be set free for distribution among the shareholders orany class of shareholders who would be entitled thereto if it were distributed by way of dividend, and in the same proportions or such otherproportions as approved by the Company by way of an ordinary resolution, on the footing that the same is not paid in cash but is applied either in ortowards paying up the amounts for the time being unpaid on any shares in the Company held by such Members respectively or in paying up in fullunissued shares, debentures or other obligations of the Company, to be allotted and distributed credited as fully paid up among such Members, orpartly in one way and partly in the other, and the Board shall give effect to such resolution provided that, for the purposes of this Bye-law, a sharepremium account and any reserve or fund representing unrealised profits, may be applied only in paying up in full unissued shares of the Companytoprovisionsbe allottedof theto Act.such’’ Members credited as fully paid. In carrying sums to reserve and in applying the same the Board shall comply with the----- End of picture text -----

Dated this day of 2012.

Signature (Note 5)

Notes:

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

2. Please insert the number of share 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).

3. Full name(s) and address(es) shall be inserted in BLOCK CAPITALS. If not completed, the Chairman of the meeting will act as your proxy.

4. Please indicate with an ‘‘X’’ in the appropriate box beside the resolution how you wish the proxy to vote on your behalf.

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

6. In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the vote of the other joint holder(s) of the shares. For this purpose, seniority will be determined by the order in which the names stand in the register of members in respect of the joint holding.

7. KongTo be Investorvalid, thisServicesform ofLimitedproxy togetherat Shops with1712any–1716,power17/F.,of attorneyHopewellorCentre,other authority183 Queen(if’sany)RoadunderEast,whichWan Chai,it is signedHong Kongor a notariallynot less thancertified48 hourscopybeforeof suchthepowertime appointedof attorneyforor holdingauthority,themustmeeting.be deposited to the Company’s branch share registrar in Hong Kong, Computershare Hong 8. The proxy need not be a member of the Company but must attend the meeting in person to represent you. 9. Completion and return of this form of proxy will not preclude you from attending and voting at the meeting. * For identification purposes only