Shimao Group Holdings Limited — Proxy Solicitation & Information Statement 2007

Nov 14, 2007

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SHIMAO PROPERTY HOLDINGS LIMITED 世茂房地產控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 813)

FORM OF PROXY FOR THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON 30 NOVEMBER 2007

I/We [(Note 1)]

of

being the registered holder(s) of shares [(Note 2)] of HK$0.10 each in the share capital of SHIMAO PROPERTY HOLDINGS LIMITED (the ‘‘Company’’) HEREBY APPOINT THE CHAIRMAN OF THE MEETING [(Note 3)] or of as

my/our proxy to attend and vote for me/us at the extraordinary general meeting (and at any adjournment thereof) (the ‘‘Meeting’’) of the Company to be held at The Harbour Room, Level 3, The Ritz-Carlton, 3 Connaught Road Central, Hong Kong on Friday, 30 November 2007 at 11:00 a.m. (or at any adjournment thereof) for the purposes of considering and, if thought fit, passing the resolutions as set out in the notice of the Meeting and at such Meeting (and at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of the resolutions as indicated below [(Note 4)] .

	at any	adjournment thereof) to vote for me/us and in my/our name(s) in respect of the resolutions as indicated below_(Note_	4).
		Ordinary resolutions	For	Against
	1.	THATthe Share Subscription and Asset Transfer Agreement dated 22 October 2007 (as defined in the
		Circular) entered into between the Company, Shanghai Shimao Co. Ltd., Beijing Shimao Investment and
		Development Co. Ltd., Shanghai Shimao Enterprises Development Co. Ltd. and Peak Gain International
		Limited, and the transactions contemplated thereunder (the “Proposed Transaction”) be and are hereby
		approved, confirmed and ratified; and that any one director of the Company (other than Mr. Hui and Mr.
		Hui’s Associates (as defined in the Circular)) be and is hereby authorized with full power, to do all things
		and sign or execute all documents on behalf of the Company which may in his/her opinion be necessary
		or desirable for the purpose of giving effect to the Share Subscription and Asset Transfer Agreement, the
		Proposed Transaction or any matters relation thereto.
	2.	THATthe PRC Non-competition Agreement dated 22 October 2007 (as defined in the Circular) entered into
		between the Company, Shanghai Shimao Co. Ltd. and Mr. Hui Wing Mau and the transactions contemplated
		thereunder be and are hereby approved, confirmed and ratified; and that any one director of the Company
		(other than Mr. Hui and Mr. Hui’s Associates (as defined in the Circular)) be and is hereby authorized with
		full power, to do all things and sign or execute all documents on behalf of the Company which may in his/her
		opinion be necessary or desirable for the purpose of giving effect to the PRC Non-competition Agreement or
		any matters relation thereto.
	3.	THATthe Deed of Release dated 22 October 2007 (as defined in the Circular) entered into unilaterally by the
		Company and the transactions contemplated thereunder be and are hereby approved, confirmed and ratified;
		and that any one director of the Company (other than Mr. Hui Wing Mau and Mr. Hui’s Associates (as
		defined in the Circular)) be and is hereby authorized with full power, to do all things and sign or execute all
		documents on behalf of the Company which may in his/her opinion be necessary or desirable for the purpose
		of giving effect to the Deed of Release or any matters relation thereto.
	4.	THATthe Grant granted pursuant to the Amendment to the Hong Kong Non-competition Agreement dated
		22 October 2007 (as defined in the Circular) granted by the Company to Mr. Hui Wing Mau be and is hereby
		approved, confirmed and ratified; and that any one director of the Company (other than Mr. Hui and Mr.
		Hui’s Associates (as defined in the Circular)) be and is hereby authorized with full power, to do all things
		and sign or execute all documents on behalf of the Company which may in his/her opinion be necessary or
		desirable for the purpose of giving effect to the Grant or any matters relation thereto.
Dated		thisday of2007Signed			(Note 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) to which this proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all the shares in the Company registered in your name(s).

3. If any proxy other than the chairman of the Meeting is preferred, strike out the words ‘‘ THE CHAIRMAN OF THE MEETING or’’ and insert the name and address of the proxy desired in the space provided. A member may appoint one or more proxies to attend and vote in his stead. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALED BY THE PERSON WHO SIGNS IT .

4. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTIONS, TICK THE APPROPRIATE BOX MARKED ‘‘FOR’’. IF YOU WISH TO VOTE AGAINST THE RESOLUTIONS, TICK THE APPROPRIATE BOX MARKED ‘‘AGAINST’’. Failure to complete any or all the boxes will entitle your proxy to cast his votes at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the Meeting other than that referred to in the notice of the 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 be either executed under its common seal or under the hand of an officer or attorney or other person duly authorised to sign the same.

6. In the case of joint holders of any share, any one of such joint holders may vote at the Meeting, either personally or by proxy, in respect of such shares as if he were solely entitled thereto. However, if more than one of such joint holders is present at the Meeting, personally or by proxy, the vote of the joint holder whose name stands first in the register of members of the Company and who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holder(s).

7. To be valid, this form of proxy together with the power of attorney (if any) or other authority under which it is signed (if any) or a notarially certified copy thereof, must be deposited at Tricor Investor Services Limited, 26/F, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time for holding the Meeting or any adjournment thereof (as the case may be).

8. The proxy need not be a member of the Company but must attend the Meeting in person to represent you.

9. Completion and delivery of the form of proxy will not preclude you from attending and voting at the Meeting if you so wish. In such event, the instrument appointing a proxy shall be deemed to be revoked.