Yadea Group Holdings Ltd. — Proxy Solicitation & Information Statement 2015

Nov 18, 2015

CHAODA MODERN AGRICULTURE (HOLDINGS) LIMITED 超大現代農業（控股）有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 682)

FORM OF PROXY FOR ANNUAL GENERAL MEETING TO BE HELD ON 17 DECEMBER 2015 (or any adjournment thereof)

I/We [1] , of , being the registered holder(s) of [2] share(s) of HK$0.10 each in the capital of Chaoda Modern Agriculture (Holdings) Limited (the “ Company ”), HEREBY APPOINT [3] the Chairman of the Annual General Meeting (the “ Meeting ”), or of

as my/our proxy to attend the Meeting (or any adjournment thereof) to be held at Lounge, M/F., Grand Hyatt Hong Kong, 1 Harbour Road, Hong Kong on Thursday, 17 December 2015 at 11:15 a.m. (or immediately after the conclusion of the Adjourned 2011 Annual General Meeting to be held at the same venue and on the same date) and vote for me/us and on my/our behalf in respect of the resolutions set out in the notice of the Meeting as indicated below or, if no indication is given, as my/our proxy thinks fit.

	Ordinary Resolutions	Ordinary Resolutions	Ordinary Resolutions		For4	Against4
1	To receive and consider the audited consolidated financial statements of the
	Company and its subsidiaries and the reports of directors and the auditors				of the
	Company for the financial year ended 30 June 2012
2	To receive and consider the audited consolidated financial statements of the
	Company and its subsidiaries and the reports of directors and the auditors				of the
	Company for the financial year ended 30 June 2013
3	To receive and consider the audited consolidated financial statements of the
	Company and its subsidiaries and the reports of directors and the auditors				of the
	Company for the financial year ended 30 June 2014
4	To receive and consider the audited consolidated financial statements of the
	Company and its subsidiaries and the reports of directors and the auditors				of the
	Company for the financial year ended 30 June 2015
5(A)	To re-elect Mr. Kwok Ho as an executive director of the Company
5(B)	To re-elect Mr. Fung Chi Kin as an independent non-executive director of the
	Company
5(C)	To re-elect Mr. Tam Ching Ho as an independent non-executive director of the
	Company
5(D)	To re-elect Mr. Chan Yik Pun as an independent non-executive director of the
	Company
6	To re-appoint Elite Partners CPA Limited as the auditors of the Company and
	authorise the board of directors of the Company to fix			their remuneration
7	To grant a general mandate to the directors		of the Company to buy-back shares of
	the Company
8	To approve the New Share Option Scheme and the matters more particularly set
	out in the notice of the Meeting

Signature [5] :

day of

Dated this

Notes:

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

2. Please insert the number of shares of HK$0.10 each in the Company (the “ Shares ”) registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all the Shares 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 Annual General Meeting (the “ Meeting ”) or” and insert the name and address of the proxy desired in the space provided. A proxy need not be a member of the Company but must attend the Meeting in person to represent. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON(S) WHO SIGN(S) IT.

4. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION, PLEASE TICK THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST THE RESOLUTION, PLEASE TICK THE BOX MARKED “AGAINST”. If the form of proxy returned is duly signed but without specific direction on the proposed resolution, the proxy will vote or abstain 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. This form of proxy must be signed by you or your attorney duly authorized in writing or, in the case of a corporation, must be either under its common seal or under the hand of any officer or attorney or other person duly authorised.

6. In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holder(s), and for this purpose seniority will be determined by the order in which the names stand in the register of members of the Company.

7. To be valid, you are requested to lodge this form, together with the power of attorney or other authority (if any) under which it is signed (or a notarially certified copy thereof) at the principal office of the Company in Hong Kong at Room 2705, 27th Floor, China Resources Building, 26 Harbour Road, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the Meeting (or any adjournment thereof).