Sino-Ocean Group Holding Limited — Proxy Solicitation & Information Statement 2017

Dec 12, 2017

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FORM OF PROXY FOR EXTRAORDINARY GENERAL MEETING ON 30 DECEMBER 2017

I/We (Note 1)

of

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

shares of Sino-Ocean Group Holding

Limited (the “ Company ”), HEREBY APPOINT (Note 3)

of

OR FAILING HIM, the CHAIRMAN OF THE MEETING as my/our proxy to attend and act for me/us at the extraordinary general meeting of the Company (the “ EGM ”) to be held at Workshop 1, 3rd Floor, EAST Beijing, No. 22 Jiuxianqiao Road, Chaoyang District, Beijing, PRC, on Saturday, 30 December 2017 at 10 a.m. or at any adjournment thereof, to vote for me/us and in my/our name(s) in respect of the resolutions as set out in the notice of EGM of the Company (the “ EGM Notice ”) as hereunder indicated, or if no such indication is given, as my/our proxy thinks fit.

ORDINARY RESOLUTIONS FOR (Note 4) AGAINST (Note 4) 1. To approve the rules of the proposed share option scheme (the “ New Share Option Scheme ”) of the Company, to authorise any director or the company secretary of the Company to execute such documents and take such actions as they deem appropriate to implement and give effect to such scheme and to authorise the directors of the Company to grant options and to allot, issue and deal with the Shares pursuant to the exercise of any option granted thereunder. 2. To approve, subject to and conditional upon the passing of resolution 1 above and resolution 3 below, the grant of 756,000,000 share options under the New Share Option Scheme to the Trustee (as defined in the circular of the Company dated 13 December 2017) on behalf of Mr. Li Ming, Mr. Wen Haicheng, Mr. Li Hongbo and 47 other designated individual Participants (as defined in the circular of the Company dated 13 December 2017). 3. To approve, subject to and conditional upon the passing of resolutions 1 and 2 above, the grant of 378,000,000 share options under the New Share Option Scheme (as part of the share options granted to the Trustee and which shall be held by the Trustee on behalf of Mr. Li Ming as described in resolution 2 above).

Dated this

day of 2017

Signature (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). If no number is inserted, this form of proxy will be deemed to relate to all the shares of the Company registered in your name(s).

3. Please insert the full name(s) and address(es) of the proxy desired. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE EGM WILL ACT AS YOUR PROXY. A proxy need not be a member of the Company but must attend the meeting in person to represent you. A member entitled to attend and vote at the EGM is entitled to appoint one or more proxies to attend and vote in his stead. If you appoint more than one proxy, such proxies may only exercise the voting rights by way of poll.

4. IMPORTANT : If you wish to vote for any resolution, please tick in the appropriate box marked “For”. If you wish to vote against any resolution, please tick in the appropriate box marked “Against”. Failure to tick a box will entitle your proxy to cast your vote in respect of such resolution at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the meeting other than those referred to in the EGM Notice.

5. This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, either under its common seal or under the hand of an officer, attorney or other person duly authorised to sign the same.

6. The full descriptions of the resolutions proposed to be considered and approved at the EGM are set out in the EGM Notice dated 13 December 2017, which is also available at the Company’s website at www.sinooceangroup.com.

7. In the case of joint holders of any share, any one of such holders may vote at the meeting, either personally or by proxy, in respect of such share 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, shall be accepted to the exclusion of the votes of the other joint holder(s).

8. 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 that power or authority, must be deposited with the Company’s share registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting or any adjournment thereof if you so wish and in such event, the instrument appointing a proxy shall be deemed to be revoked.

9. Any alteration made to this form of proxy must be initialed by the person who signs it.