Sunac Services Holdings Limited — Proxy Solicitation & Information Statement 2016

Jun 29, 2016

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SHUN CHEONG HOLDINGS LIMITED 順 昌 集 團 有 限 公 司[*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 650)

Form of proxy for use by shareholders at the special general meeting (the ‘‘Meeting’’) of Shun Cheong Holdings Limited (the ‘‘Company’’) to be held at United Conference Centre Limited — Room 4, 10/F., United Centre, 95 Queensway, Admiralty, Hong Kong on Friday, 22 July 2016, at 10:00 a.m.

I/We,[(1)] of being the registered holder(s) of[(2)] shares of HK$0.01 each in the capital of the Company, HEREBY APPOINT[(3)] the Chairman of the Meeting or of

as my/our proxy to act for me/us and on my/our behalf at the Meeting (or at any adjournment thereof) of the Company to be held at United Conference Centre Limited — Roomthe notice4, 10/F.,conveningUnitedtheCentre,Meeting95 (theQueensway,‘‘Notice’’Admiralty,) and at suchHongMeetingKong(oron atFriday,any adjournment22 July 2016,thereof)at 10:00to votea.m.forto considerme/us in and,my/ourif thoughtname(s)fit,in passrespecttheofresolutionsthe said resolutionsset out in specified below in the manner indicated, and, if no such indication is given, as my/our proxy thinks fit:

			SHUN CHEONG HOLDINGS LIMITED 順昌集團有限公司* (Incorporated in Bermuda with limited liability) (Stock Code: 650) oxy for use by shareholders at the special general meeting (the ‘‘Meeting’’) of Shun Cheong Holdings Limi ’) to be held at United Conference Centre Limited — Room 4, 10/F., United Centre, 95 Queensway, Admiralt iday, 22 July 2016, at 10:00 a.m.	SHUN CHEONG HOLDINGS LIMITED 順昌集團有限公司* (Incorporated in Bermuda with limited liability) (Stock Code: 650) oxy for use by shareholders at the special general meeting (the ‘‘Meeting’’) of Shun Cheong Holdings Limi ’) to be held at United Conference Centre Limited — Room 4, 10/F., United Centre, 95 Queensway, Admiralt iday, 22 July 2016, at 10:00 a.m.	SHUN CHEONG HOLDINGS LIMITED 順昌集團有限公司* (Incorporated in Bermuda with limited liability) (Stock Code: 650) oxy for use by shareholders at the special general meeting (the ‘‘Meeting’’) of Shun Cheong Holdings Limi ’) to be held at United Conference Centre Limited — Room 4, 10/F., United Centre, 95 Queensway, Admiralt iday, 22 July 2016, at 10:00 a.m.	SHUN CHEONG HOLDINGS LIMITED 順昌集團有限公司* (Incorporated in Bermuda with limited liability) (Stock Code: 650) oxy for use by shareholders at the special general meeting (the ‘‘Meeting’’) of Shun Cheong Holdings Limi ’) to be held at United Conference Centre Limited — Room 4, 10/F., United Centre, 95 Queensway, Admiralt iday, 22 July 2016, at 10:00 a.m.	SHUN CHEONG HOLDINGS LIMITED 順昌集團有限公司* (Incorporated in Bermuda with limited liability) (Stock Code: 650) oxy for use by shareholders at the special general meeting (the ‘‘Meeting’’) of Shun Cheong Holdings Limi ’) to be held at United Conference Centre Limited — Room 4, 10/F., United Centre, 95 Queensway, Admiralt iday, 22 July 2016, at 10:00 a.m.	SHUN CHEONG HOLDINGS LIMITED 順昌集團有限公司* (Incorporated in Bermuda with limited liability) (Stock Code: 650) oxy for use by shareholders at the special general meeting (the ‘‘Meeting’’) of Shun Cheong Holdings Limi ’) to be held at United Conference Centre Limited — Room 4, 10/F., United Centre, 95 Queensway, Admiralt iday, 22 July 2016, at 10:00 a.m.	SHUN CHEONG HOLDINGS LIMITED 順昌集團有限公司* (Incorporated in Bermuda with limited liability) (Stock Code: 650) oxy for use by shareholders at the special general meeting (the ‘‘Meeting’’) of Shun Cheong Holdings Limi ’) to be held at United Conference Centre Limited — Room 4, 10/F., United Centre, 95 Queensway, Admiralt iday, 22 July 2016, at 10:00 a.m.
			tered holder(s) of (2) .01 each in the capital of the Company, HEREBY APPOINT (3) the Chairman of the Meeting or
			y to act for me/us and on my/our behalf at the Meeting (or at any adjournment thereof) of the Company to be held at United Conference Centre United Centre, 95 Queensway, Admiralty, Hong Kong on Friday, 22 July 2016, at 10:00 a.m. to consider and, if thought fit, pass the resolutions ening the Meeting (the ‘‘Notice’’) and at such Meeting (or at any adjournment thereof) to vote for me/us in my/our name(s) in respect of the said in the manner indicated, and, if no such indication is given, as my/our proxy thinks fit:
			SPECIAL RESOLUTION(10)		FOR (4)		AGAI	NST (4	)
1		(a) (b)	To approve and adopt the New Bye-laws; and to increase the authorised share capital of the Company from HK$80,000,000 divided into 8,000,000,000
			OrdinarySharesofHK$001eachtoHK$130000000bythecreationof500000000	0PreferredSharesof
			. ,, ,,, HK$0.01 each, such Preferred Shares having the rights, privileges and restrictions as set laws, such that the authorised share capital of the Company shall become HK$130, 8,000,000,000 Ordinary Shares of HK$0.01 each and 5,000,000,000 Preferred Shares of	out in the New Bye- 000,000 divided into HK$0.01 each, and all
			the existing shares of the Company in issue shall be designated as Ordinary Shares.
			ORDINARY RESOLUTIONS(10)			FOR (4)	AGAI	NST (4	)
2		(a)	Subject to the passing of special resolution no. 1, to approve, confirm and ratifiy th Agreement;	e Share Subscription
		(b)	conditional upon the condition(s) set out in the Notice, to authorise the directors ‘‘Directors’’) to allot and issue the Subscription Ordinary Shares and the Subscription Pre other adjusted number of Subscription Ordinary Shares and Subscription Preferred Share to fulfil the public float requirement of the Company) to the Subscribers; and the Preferr uponexerciseoftheconversionrightsattachedtothePreferredSharesbytheholder(s)	of the Company (the ferred Shares (or such s as may be necessary ed Conversion Shares thereofinaccordance
		(c)	, with the terms and conditions of the Share Subscription Agreement; and to authorise the Directors to do all such further acts and things and to take all such steps which may be necessary, appropriate, desirable or expedient to implement and/or give effect to the Share Subscription
			Agreement and the transactions contemplated thereunder.
3		(a)	Subject to the passing of special resolution no. 1, to approve, confirm and ratify	the CN Subscription
		(b)	Agreement; conditionaluponthecondition(s)setoutintheNoticetoauthorisetheDirectorstoiss	etoLeagueWaythe
			, Convertible Note in accordance with the terms and conditions of the CN Subscription A	greement; and to allot
		(c)	and issue the CN Conversion Shares upon exercise of the conversion rights attached to th the holder(s) thereof in accordance with the terms and conditions of the Convertible Note to authorise the Directors to do all such further acts and things and to take all such iiliiliff	e Convertible Note by ; and steps which may be hii
			necessary, approprate, desrabe or expedent to mpement and/or gve eect to Agreement and the transactions contemplated thereunder.	te CN Subscrpton
4		(a)	To approve, confirm and ratify the Acquisition Agreement; and
		(b) to authorise the Directors to do all such further acts and things and to take all such steps which may be necessary, appropriate, desirable or expedient to implement and/or give effect to the Acquisition Agreement and the transactions contemplated thereunder.	to authorise the Directors to do all such further acts and things and to take all such steps which may be necessary, appropriate, desirable or expedient to implement and/or give effect to the Acquisition Agreement and
5		(a) Subject to and conditional upon the condition(s) set out in the Notice, to approve, confirm and ratify the Divestment Agreement; and (b) to authorise the Directors to do all such further acts and things and to take all such steps which may be necessary, appropriate, desirable or expedient to implement and/or give effect to the Divestment Agreement and the transactions contemplated thereunder.
6		(a) To fix the maximum number of Directors at 15; and (b) to authorise the Directors to appoint from time to time such additional number of directors up to such maximum number.

Dated Signed[(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 the 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, please strike out ‘‘the Chairman of the 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 INITIALLED BY THE PERSON WHO SIGNS IT.

4. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION, TICK IN THE BOX MARKED ‘‘FOR’’. IF YOU WISH TO VOTE AGAINST THE RESOLUTION, TICK IN THE BOX MARKED ‘‘AGAINST’’. Failure to tick either box will entitle your proxy to cast your vote at his discretion.

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 either be executed under its common seal or under the hand of an officer or attorney duly authorised.

6. thereof,You are withrequestedthe Companyto lodge’s thisshareformregistrarof proxy,in HongtogetherKong,withComputersharethe power ofHongattorneyKong(ifInvestorany) orServicesother authorityLimited(ifat 17M/F,any) underHopewellwhich Centre,it is signed183 Queenor a notarially’s Road East,certifiedWanchai,copy Hong Kong not less than 48 hours before the time appointed for the holding of the Meeting or any adjournment thereof.

7. In the case of joint holders of any share, any one of such persons may vote at the 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 is present at the Meeting, personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such share shall alone be entitled to vote in respect thereof.

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

9. Completion and return of this form of proxy will not preclude you from attending and voting in person at the Meeting if you so wish, and in such event, this form of proxy will be deemed to be revoked.

10. The description of the resolutions in this form of proxy is by way of summary only. Please refer to the Notice for the full text of the resolutions. Unless otherwise defined, capitalised terms used in this form of proxy shall have the same meanings as defined in the Notice.

11. For identification purposes only