Tsun Yip Holdings Limited — Proxy Solicitation & Information Statement 2013

Jun 25, 2013

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CNC HOLDINGS LIMITED

中 國 新 華 電 視 控 股 有 限 公 司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 8356)

PROXY FORM

Form of proxy for use by the shareholders of CNC Holdings Limited (the ‘‘Company’’) at the annual general meeting (the ‘‘Meeting’’) to be convened at Rooms 2601–2605, 26th Floor, China Resources Building, 26 Harbour Road, Wanchai, Hong Kong on Friday, 26 July 2013 at 10:00 a.m. (or any adjournment thereof).

I/We[(note][a)]

of

being the holder(s) of

(note b) shares (each a ‘‘Share’’) of HK$0.001 each of the Company

hereby appoint the chairman (the ‘‘Chairman’’) of the Meeting or

of

to act as my/our proxy[(note][c)] at the Meeting to be held at Rooms 2601–2605, 26th Floor, China Resources Building, 26 Harbour Road, Wanchai, Hong Kong on Friday, 26 July 2013 at 10:00 a.m. and at any adjournment thereof and to vote on my/our behalf as directed below.

Please make a mark in the appropriate boxes to indicate how you wish your vote(s) to be cast[(note][d)] .

Please make a mark in the appropriate boxes to indicate how you wish your vote(s) to be cast (note d).	Please make a mark in the appropriate boxes to indicate how you wish your vote(s) to be cast (note d).	Please make a mark in the appropriate boxes to indicate how you wish your vote(s) to be cast (note d).
ORDINARY RESOLUTIONS				AGAINST
	ORDINARY RESOLUTIONS		FOR	AGAINST
	1.	To receive and consider the audited consolidated financial statements and the reports of the directors(each a ‘‘Director’’) and auditors of the Company for the year ended 31 March 2013;
	2.	(a)To re-elect Mr. Chia Thien Loong, Eric John as executive Director;
		(b)To re-elect Mr. Li Yong Sheng as non-executive Director;
		(c)To re-elect Mr. Chan Hon Yuen as independent non-executive Director;
		(d)To re-elect Mr. Chu Siu Lun, Ivan as independent non-executive Director;
		(e)To re-elect Mr. Hau Chi Kit as independent non-executive Director; and
		(f)To authorise the board of Directors to fix the Directors’ remuneration;
	3.	To reappoint HLB Hodgson Impey Cheng Limited as the Company’s auditors and authorise the boardof Directors to fix their remuneration;
	4.	To grant the general mandate to the Directors to issue, allot and otherwise deal with the Company’sShares;
	5.	To grant the general mandate to the Directors to repurchase the Shares; and
	6.	To add the nominal amount of the Shares repurchased by the Company to the mandate granted to theDirectors under resolution no. 4.

Dated the day of 2013

Shareholder’s signature X X[(notes][e,][f,][g][and][h)]

Notes:

• a Full name(s) and address(es) are to be inserted in BLOCK CAPITALS.

• b 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).

• c Adeleteproxytheneedwordsnot‘‘thebe aChairmanshareholderof theof theMeetingCompany.or’’ andIf youinsertwishthe tonameappointand addresssome personof theotherpersonthanappointedthe Chairmanproxy ofin thethe Meetingspace provided.as your proxy, please

• d pleaseIf you tickwish(‘‘to✓’’vote) theforboxesany markedof the resolutions‘‘Against’’. setIf thisout formabove,returnedplease istickduly(‘‘✓signed’’) thebutboxeswithoutmarkedspecific‘‘Fordirection’’. If youonwishany toof votethe proposedagainst anyresolutions,resolutions,the proxy will vote or abstain at his/her discretion in respect of all resolutions; or if in respect of a particular proposed resolution there is no specific direction, the proxy will, in relation to that particular proposed resolution, vote or abstain at his/her discretion. A proxy will also be entitled to vote at his/her discretion on any resolution properly put to the Meeting other than those set out in the notice convening the Meeting.

• e In the case of a joint holding, this form of proxy may be signed by any joint holder, but if more than one joint holder is present at the Meeting, whether in person or by proxy, that one of the joint holder whose name stands first on the register of members in respect of the relevant joint holding shall alone be entitled to vote in respect thereof.

• f The form of proxy must be signed by a shareholder of the Company, or his/her attorney duly authorised in writing, or if the shareholder is a corporation, either under its common seal or under the hand of an officer or attorney so authorised.

• g To be valid, this form of proxy together with any power of attorney or other authority (if any) under which it is signed or a notarially certified copy of suchTesburypowerCentre,or authority28 Queenmust’s Roadbe depositedEast, Wanchai,at theHongHongKongKongnotbranchlater thanshare48registrarhours beforeof the theCompany,time of theTricorMeetingInvestoror anyServicesadjournedLimitedmeeting.at 26th Floor,

• h Any alteration made to this form should be initialled by the person who signs the form.