Shimao Group Holdings Limited — Proxy Solicitation & Information Statement 2011

Apr 6, 2011

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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 ANNUAL GENERAL MEETING TO BE HELD ON 12 May 2011

(or any adjournment thereof)

I/We [(Note 1) ]

of

being the registered holder(s) of [(Note2)]

share(s) of HK$0.10 each in the share capital of SHIMAO PROPERTY HOLDINGS LIMITED (the “Company”), HEREBY APPOINT [(Note 3)] THE CHAIRMAN OF THE ANNUAL GENERAL MEETING (the “Meeting”) or

of

as my/our proxy to attend and vote for me/us and on my/our behalf at the Meeting to be held at The Lounge, Mezzanine Floor, Grand Hyatt Hong Kong, 1 Harbour Road, Hong Kong on Thursday, 12 May 2011 at 11:00 a.m., or any adjournment thereof, for the purpose of considering and, if thought fit, passing the proposed resolutions as set out in the notice convening the Meeting as hereunder indicated, and, if no such indication is given, as my/our proxy thinks fit.

		RESOLUTIONS		FOR (Note 4)	AGAINST (Note 4)
	1.	To receive and adopt the audited consolidated financial statements together
		with the reports of the directors and the auditor of the Company for the year
		ended 31 December 2010.
	2.	To declare the final dividend for theyear ended 31 December 2010.
	3.	(i)To re-elect Mr. Xu Younong as an executive director of the
		Company.
		(ii)To re-elect Ms. Yao Li as an executive director of the Company.
		(iii) To re-elect Mr. Tung Chi Shing as an executive director of the
		Company.
		(iv) To authorise the board of directors to fix the remuneration of
		directors.
	4.	To re-appoint PricewaterhouseCoopers as auditor of the Company and to
		authorise the board of directors of the Companyto fix their remuneration.
	5.	To grant a general mandate to the directors of the Company to issue shares
		in the Company.
	6.	To grant a general mandate to the directors of the Company to repurchase
		shares in the Company.
	7.	To extend the general mandate granted to the directors of the Company to
		issue shares byaddingthe number of shares repurchased.
Dated thisday of2011Signature(s)(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 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 ANNUAL GENERAL MEETING 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 initialed by the person who signs it.

4. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTIONS, TICK IN THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST THE RESOLUTIONS, TICK THE BOX MARKED “AGAINST”. Failure to complete any or all the boxes will entitle your proxy to cast your vote at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the Meeting (or any adjournment thereof) other than those referred to in the notice convening 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 of the Company, any one of such joint holders may vote at the Meeting, either personally or by proxy, in respect of such shares as if he/she were solely entitled thereto. However, if more than one of such joint holders are 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 or other authority (if any) under which it is signed or a notarially certified copy of such power of attorney or authority, must be deposited at the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong, not less than 48 hours before the time appointed for holding the Meeting or adjourned Meeting.

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 this form of proxy will not preclude you from attending and voting at the Meeting if you so wish. In such event, this form of proxy will be deemed to have been revoked.