Star Group Asia Limited — Proxy Solicitation & Information Statement 2017

Mar 22, 2017

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Star Properties Group (Cayman Islands) Limited 星星 地 產 集 團（ 開 曼 群 島 ）有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1560)

PROXY FORM

Form of proxy for use by shareholders at the annual general meeting to be convened at 11:00 a.m. on (Thursday, 27 April 2017) at Unit 603, 6/F, Tower 1, Admiralty Centre, 18 Harcourt Road, Admiralty, Hong Kong (or any adjournment thereof)

I/We[(note][1)] of being the registered holder(s) of (note 2) shares of HK$0.01 each of Star Properties Group (Cayman Islands) Limited (‘‘Company’’) hereby appoint the Chairman of the annual general meeting (‘‘Meeting’’) of the Company or of to act as my/our proxy[(note][3)] at the Meeting to be held at 11:00 a.m. on (Thursday, 27 April 2017) at Unit 603, 6/F, Tower 1, Admiralty Centre, 18 Harcourt Road, Admiralty, Hong Kong and at any adjournment thereof and to vote for me/us on the resolutions referred to in the Notice of Annual General Meeting (with or without modifications) as indicated below:

	ORDINARY RESOLUTIONS (note 4)	ORDINARY RESOLUTIONS (note 4)	FOR	AGAINST
	1.	To receive, consider and adopt the audited consolidated financial statements and the reports of the directors and the auditors of the Company for the year ended 31 December 2016.
	2.	To declare a final dividend of HK22 cents per ordinary share of the Company for the year ended 31 December 2016.
	3.	To re-elect Ms. Cheung Wai Shuen as an executive director.
	4.	To re-elect Mr. Pong Kam Keung as a non-executive director.
	5.	To re-elect Mr. Shiu Siu Tao as an independent non-executive director.
	6.	To re-elect Mr. Lee Chung Ming Eric as an independent non-executive director.
	7.	To re-elect Ms. Chan Wah Man Carman as an independent non-executive director.
	8.	To authorize the board (the ‘‘Board’’) of directors (the ‘‘Directors’’) to fix the remuneration of the directors.
	9.	To re-appoint Deloitte Touche Tohmatsu as the auditors and to authorise the Board to fix their remuneration.
	10.	To approve the bonus issue of shares on the basis of one (1) bonus share for every one (1) existing share*.
	11.	To grant a general mandate to the directors of the Company to allot, issue and deal with new shares of the Company not exceeding 20% of its issued shares*.
	12.	To grant a general mandate to the directors of the Company to repurchase shares of the Company not exceeding 10% of its issued shares*.
	13.	To extend the general mandate granted to the directors of the Company to allot, issue and deal with new shares by an amount not exceeding the amount of the shares repurchased by the Company*.

• The full text of the resolutions are set out in the notice of the Meeting dated 23 March 2017.

Dated

Shareholder’s signature[(note][5,6,7,8][and][9)]

Notes:

1. Full name(s) and address are to be inserted in CAPITAL LETTERS. The names of all joint registered holders should be stated.

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 in the capital of the Company registered in your name(s).

3. theA proxywordsneed‘‘thenotChairmanbe a shareholderof the annualof thegeneralCompany.meetingIf you(‘‘Meetingwish to ’’appoint) of thesomeCompanypersonorother’’ andthaninsertthetheChairmanname andof theaddressMeetingof theas personyour proxy,appointedpleaseasdeleteyour proxy in the space provided. A shareholder who is the holder of two or more shares may appoint more than one proxy. ALTERATION MADE TO THIS FORM SHOULD BE INITIALLED BY THE PERSON WHO SIGNS THE FORM.

4. (If‘‘✓you’’) thewishboxto markedvote for‘‘theAgainstresolution’’. If thesetformout above,returnedpleaseis dulyticksigned(‘‘✓’’but) thewithoutbox markedspecific‘‘Fordirection’’. If youon thewishproposedto vote resolution,against thetheaboveproxyresolution,will votepleaseor abstaintick at his discretion in respect of the resolution. A proxy will also be entitled to vote at his discretion on any resolution properly put to the Meeting other than those set out in the notice convening the Meeting.

5. Any shareholder of the Company entitled to attend and vote at a meeting of the Company or a meeting of the holders of any class of shares in the Company shall be entitled to appoint another person as his proxy to attend and vote instead of him. Votes may be given either personally or by duly authorised corporate representative or by proxy. A shareholder who is the holder of two or more shares may appoint more than one proxy to attend on the same occasion. A proxy need not be a shareholder. In addition, a proxy or proxies representing either an individual shareholder or a shareholder which is a corporation, shall be entitled to exercise the same powers on behalf of the shareholder which he or they represent as such shareholder could exercise, including the right to vote individually on a show of hands.

6. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his 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. authorityThe instrumentshall beappointingdepositeda atproxythe Companyand the power’s Hongof Kongattorneybranchor othershareauthority,registrar,ifTricorany, underInvestorwhichServicesit is signedLimitedorata notariallyLevel 22, certifiedHopewellcopyCentre,of that183powerQueenor’s Road East, Hong Kong not less than forty-eight hours before the time for holding the meeting or adjourned meeting or poll (as the case may be) at which the person named in such instrument proposes to vote, and in default the instrument of proxy shall not be treated as valid.

8. Delivery of an instrument appointing a proxy shall not preclude a shareholder from attending and voting in person at the meeting or upon the poll concerned and, in such event, the instrument appointing a proxy shall be deemed to be revoked.

9. Where there are joint registered holders of any Share, any one of such persons may vote at any meeting, either personally or by proxy, in respect of such share as if he were solely entitled thereto; but if more than one of such joint holders be present at any meeting personally or by proxy, that one of the said persons so present whose name stands first on the register in respect of such share shall alone be entitled to vote in respect thereof.