Seazen Group Limited — Proxy Solicitation & Information Statement 2016

Apr 18, 2016

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Future Land Development Holdings Limited 新城發展控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1030)

PROXY FORM

Form of proxy for use by shareholders at the extraordinary general meeting convened to be held at 10:00 a.m. on Wednesday, 4 May 2016 at Kowloon Room I, Mezzanine Floor, Kowloon Shangri-la, Hong Kong, 64 Mody Road, Kowloon, Hong Kong

I/We (Name)	(Block capitals, please)
of	(Address)
being the holder(s) of	(see Note 1)
shares of HK$0.001 each in the capital of Future Land Development Holdings Limited (the “Company”) hereby appoint
(Name)
of (Address)
or failing him/her (Name)
of (Address)

or failing him/her, the chairman of the meeting [(see][Note][2)] as my/our proxy to attend and vote for me/us and on my/our behalf at the extraordinary general meeting of the Company to be held at 10:00 a.m. on Wednesday, 4 May 2016 at Kowloon Room I, Mezzanine Floor, Kowloon Shangri-la, Hong Kong, 64 Mody Road, Kowloon, Hong Kong, and at any adjournment thereof or on any resolution or motion which is proposed thereat. My/Our proxy is authorized and instructed to vote as indicated [(see][Note][3)] in respect of the undermentioned resolution:

Ordinary Resolutions [(see][Note][3)] For [(see][Note][3)] Against [(see][Note][3)] To approve, ratify and confirm the Equity Transfer Agreement (as defined in the circular of the Company dated 18 April 2016) and the transactions contemplated thereunder, and to authorise the directors of the Company or any one of them to do all things and execute all documents they may consider necessary, desirable or expedient, for the purposes of or in connection with the implementation and/or giving effect to any matters relating to the Equity Transfer Agreement and the transactions contemplated thereunder.

Date this day of , 2016 Signature(s) [(see][Notes][4][&][5)]

Notes:

1. 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. A shareholder may appoint more than one proxy of his/her own choice. If such an appointment is made, strike out the words “the chairman of the meeting”, and insert the name(s) of the person(s) appointed as proxy in space provided. Any alteration made to this form of proxy must be initialled by the person who signs it.

3. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, PLEASE TICK THE BOX MARKED “For”. IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, PLEASE 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. If the appointor is a corporation, this form must be executed under common seal or under the hand of an officer, attorney, or other person duly authorised on that behalf.

5. In the case of joint holders, the signature of any one holder will be sufficient but the names of all the joint holders should be stated. Where there are joint holders of any share of the Company, any one of such joint holders may vote at the meeting, either in person or by proxy, in respect of such share as if he/she 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, will be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined as 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 shall alone be entitled to vote in respect thereof.

6. To be valid, this form of proxy must be completed, signed and deposited at 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, together with the power of attorney or other authority (if any) under which it is signed (or a notarially certified copy thereof), not less than 48 hours before the time for holding the meeting. The completion and return of the form of proxy shall not preclude shareholders of the Company from attending and voting in person at the above meeting (or any adjourned meeting thereof) if they so wish.

7. A proxy need not be a shareholder of the Company.