Tsun Yip Holdings Limited — Proxy Solicitation & Information Statement 2016

Oct 27, 2016

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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 extraordinary general meeting (the ‘‘Meeting’’) to be convened at Suites 2708-2710, 27th Floor, Dah Sing Financial Centre, 108 Gloucester Road, Wanchai, Hong Kong on Monday, 14 November 2016 at 11:00 a.m. (or any adjournment thereof).

I/We[(note][a)]

of

being the holder(s) of

(note b) shares (each a ‘‘Share’’) 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 Suites 2708-2710, 27th Floor, Dah Sing Financial Centre, 108 Gloucester Road, Wanchai, Hong Kong on Monday, 14 November 2016 at 11:00 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)] .

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ORDINARY RESOLUTIONS FOR AGAINST
1. amended,To approve,supplementedconfirm andandratifyrestatedthe fromacquisitiontime toagreementtime (the ‘‘datedAgreement2 February’’) entered2016intoas
amongvendors,SucceedcollectivelyCapitalas theLimited‘‘Vendors(as purchaser)’’) in relationand Mr.to theLisaleYinfaandandpurchaseMs. LiofYanyunthe entire(as
issued share capital of Shenzhen City Century Culture Creative Limited（深圳市世紀文
化創意有限公司）, and the transactions contemplated thereunder;
2. Subject to the passing of ordinary resolution (1), to approve the grant of the specific
mandate to the directors of the Company to exercise the powers of the Company to allot
and‘‘Considerationissue the ofShares1,900,000,000’’) to the Vendorsnew Sharespursuant(subjectto the Agreement;to adjustment, if any) (the
3. Subject to the passing of ordinary resolution (1), to approve the appointment of Mr. Li
Yinfa as an executive director of the Company upon completion; and
4. Subject to the passing of ordinary resolutions (1), (2) and (3), to authorise any director
of the Company to do such acts and things, to sign and execute all such further
documents and to take such steps as they may consider necessary, appropriate, desirable
or expedient to give effect to or in connection with the Agreement or any transactions
contemplated under the Agreement including but without limitation, the issue of the
Consideration Shares and the appointment of Mr. Li Yinfa as an executive director of the
Company.
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Dated the day of 2016 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 A‘‘theproxyChairmanneed notof thebe aMeetingshareholderor’’ andof theinsertCompany.the nameIfandyouaddresswish toofappointthe personsomeappointedperson otherproxythanin thethe spaceChairmanprovided.of the Meeting as your proxy, please delete the words

• d Ifboxesyou markedwish to ‘‘voteAgainstfor any’’. Ifofthistheformresolutionsreturnedsetisoutdulyabove,signedpleasebut withouttick (‘‘✓specific’’) the boxesdirectionmarkedon any‘‘Forof’’.theIf youproposedwish toresolutions,vote againsttheanyproxyresolutions,will votepleaseor abstaintick (at‘‘✓his/her’’) the 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 authorityTo be valid,mustthisbe formdepositedof proxyat thetogetherHong Kongwith anybranchpowershareof registrarattorney ofor theotherCompany,authorityTricor(if any)Investorunder Serviceswhich it Limitedis signedatorlevela notarially22, HopewellcertifiedCentre,copy183of suchQueenpower’s Roador East, Hong Kong not later than 48 hours before the time of the Meeting or any adjourned meeting.

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