ShiFang Holding Limited — Proxy Solicitation & Information Statement 2016

Jan 28, 2016

==> picture [18 x 25] intentionally omitted <==

==> picture [18 x 24] intentionally omitted <==

SHIFANG HOLDING LIMITED

十方控股有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock code: 1831)

FORM OF PROXY

Proxy Form for use at the Extraordinary General Meeting

to be held at Cliftons, Level 5, Hutchison House, 10 Harcourt Road, Central, Hong Kong on Wednesday, 17 February 2016, at 10:00 a.m. (or any adjournment thereof)

I/We[(Note][1)]

of

being the registered holder(s) of[(Note][2)]

share(s)

of HK$ 0.10 each in the share capital of ShiFang Holding Limited (the ‘‘Company’’) hereby appoint the chairman of the Extraordinary General Meeting of the Company (the ‘‘EGM’’) or[(Note][3)] of

as my/our proxy to attend and vote for me/us and on my/our behalf at the EGM to be held at at Cliftons, Level 5, Hutchison House, 10 Harcourt Road, Central, Hong Kong on Wednesday, 17 February 2016 at 10:00 a.m. (or any adjournment thereof) on the undermentioned resolution as indicated, and, if no such indication is given, as my/our proxy thinks fit:

ORDINARY RESOLUTIONS For[(Note][4)] Against[(Note][4)] 1. (a) To approve, confirm and ratify the subscription agreement dated 22 December 2015 entered into between the Company as issuer and Mr. Shi Jianxiang （施建 祥） as subscriber (the ‘‘Subscription Agreement A’’） and any transactions contemplated thereunder; (b) To authorise any Director of the Company (the ‘‘Director’’) to do such acts and things and take such steps he may consider necessary to give effect to or in connection with the Subscription Agreement A or any transactions contemplated thereunder; and (c) To grant a specific mandate to the Directors to allot and issue shares in accordance with the terms and conditions of the Subscription Agreement A. 2. (a) To approve, confirm and ratify the subscription agreement dated 22 December 2015 entered into between the Company as issuer and Summit Yield Developments Limited, being a wholly-owned subsidiary of Greater China Financial Holdings Limited as subscriber (the ‘‘Subscription Agreement B’’) and any transactions contemplated thereunder; (b) To authorise any Director to do such acts and things and take such steps he may consider necessary to give effect to or in connection with the Subscription Agreement B or any transactions contemplated thereunder; and (c) To grant a specific mandate to the Directors to allot and issue shares in accordance with the terms and conditions of the Subscription Agreement B.

Dated this Notes:

day of 2016

[5][to][10)] Signature(s) x x[(Notes]

1. Full name(s) and address(es) are to be inserted in BLOCK CAPITAL LETTERS. The names of all joint registered 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 in the share capital of the Company registered in your name(s).

3. ExtraordinaryA proxy need Generalnot be aMeetingmemberofofthetheCompanyCompany.(theIf you‘‘EGMwish’’) toor’’appointand insertsomethepersonnameotherand addressthan theofchairmanthe personof appointedthe EGM inas theyourspaceproxy,provided.please deleteA memberthe wordsof the‘‘Companythe chairmanentitledof theto attend and vote at the EGM is entitled to appoint in written form one or, if he is the holder of two or more shares, more proxies to attend and vote instead of him.

4. ‘‘IfAgainstyou wish’’. Ifto youvotewishfor theto resolutionvote only setpartoutof above,the numberpleaseoftickshares(‘‘✓’’in) therespectbox ofmarkedwhich‘‘Forthe ’’proxy. If youis wishso appointed,to vote againstplease thestateresolutionthe exactsetnumberout above,of sharespleaseinticklieu(‘‘of✓’’tick) the(‘‘box✓’’)markedin the relevant box. If the form returned is duly signed but without specific direction on the proposed resolution, the proxy will vote or abstain at his/her discretion in respect of the resolution. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the EGM other than that referred to in the notice convening the EGM.

5. In the case of joint holders of shares, any one of such joint holders may vote, either in person or by proxy, in respect of such shares as if he/she were solely entitled thereto, but if more than one of such joint holders are presented at the EGM personally or by proxy, then one of the said persons so present whose name stands first on the register in respect of such shares shall alone be entitled to vote in respect thereof.

6. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his/her attorney duly authorised in writing, or if the appointor is a corporation, either under seal or under the hand of an officer or attorney duly authorised.

7. In order to be valid, the form of proxy must be in writing under the hand of the appointor or of his/her attorney duly authorised in writing, or if the appointor is a corporation, either underServicesseal,Ltd.,or Levelunder 22,the handHopewellof anCentre,officer183or attorneyQueen’s dulyRoadauthorised,East, HongandKongmust(togetherbe depositedwith thewithpowerthe Hongof attorneyKong shareor otherregistrarauthority,and transferif any, underoffice whichof the itCompany,is signed Tricoror a notariallyInvestor certified copy thereof) not less than 48 hours before the time fixed for holding of the EGM or any adjournment thereof.

8. Completion and delivery of an instrument appointing a proxy shall not preclude a member from attending and voting in person at the EGM or any adjournment thereof and in such event, the instrument appointing a proxy shall be deemed to be revoked.

9. Any alteration made to this form should be initialled by the person(s) who sign(s) the form.

10. The full text of the resolutions is set out in the notice convening the EGM.