C.banner International Holdings Limited 千百度國際控股有限公司

(incorporated in Bermuda with limited liability)

(Stock Code: 1028) SECOND PROXY FORM FOR USE AT ANNUAL GENERAL MEETING

I/We(Note 1) of(Note 1) being the holder(s) of(Note2) shares of US$0.015 each in the capital of C.banner International Holdings Limited (the "Company") hereby appoint(Note3)

of(Note 3) or failing him/her, the chairman of the annual general meeting (the "Annual General Meeting") as my/our proxy to attend and vote for me/us and on my/our behalf at the Annual General Meeting to be held at Regus Conference Centre, 35/F, Central Plaza, 18 Harbour Road, Wanchai, Hong Kong on Friday, 30 June 2017 at 10:00 a.m., and at any adjournment thereof for the purpose of considering and, if thought fit, passing with or without modification, the resolutions as set out in the notice and supplemental notice of the Annual General Meeting and to vote on my/our behalf as hereunder indicated or, if no such indication is given, as my/our proxy thinks fit. My/our proxy will also be entitled to vote on any matters properly put to the Annual General Meeting in such manner as he/she thinks fit.

Ordinary Resolutions

For(Note 4)

Against(Note 4)

1.

To receive and consider the audited consolidated financial statements of the Company and the reports of the directors and auditor for the year ended 31 December 2016.

2.

(a) To re-elect Mr. Zhao Wei as an executive director;

(b) To re-elect Mr. Ngan Wing Ho as a non-executive director;

(c) To re-elect Mr. Yuan Zhenhua as an executive director;

(d) To re-elect Mr. Li Xindan as an independent non-executive director;

(e) To re-elect Mr. Zheng Hongliang as an independent non-executive director; and

(f) To authorise the board of directors of the Company to fix the remuneration of the directors.

3.

To re-appoint Deloitte Touche Tohmatsu as auditor of the Company and authorise the board of directors of the Company to fix their remuneration.

4.

To give a general mandate to the directors of the Company to allot, issue and deal with additional shares not exceeding 20% of the number of issued shares of the Company.

5.

To give a general mandate to the directors of the Company to repurchase shares not exceeding 10% of the number of issued shares of the Company.

6.

Conditional upon the passing of the resolutions numbered 4 and 5, to extend the authority given to the directors of the Company pursuant to ordinary resolution numbered 4 to issue shares by the number of shares repurchased under ordinary resolution numbered 5.

Dated this day of , 2017 Signature(s)(Note5)

Notes:

  1. Full name(s) and address(es) shall be inserted in BLOCK CAPITALS.

  2. Please insert the number of shares registered in your name(s) to which this second form of proxy (the "Second Proxy Form") relates. If no number is inserted, this Second Proxy Form will be deemed to relate to all shares in the capital of the Company registered in your name(s).

  3. Full name(s) and address(es) shall be inserted in BLOCK CAPITALS. If not completed, the chairman of Annual General Meeting will act as your proxy.

  4. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, PLEASE TICK THE BOX MARKED "For". IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, PLEASE TICK THE BOX MARKED "Against". Failure to tick a box will entitle your proxy to cast your vote at his/her discretion. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the meeting other than those referred to in the notice convening the meeting.

  5. If the appointor is a corporation, this form must be under common seal or under the hand of an officer, attorney, or other person duly authorised on that behalf.

  6. In the case of joint holders, the signature of any one holder will be sufficient but the names of all the joint holders should be stated. Where there are joint holders of any share of the Company, any one of such joint holders may vote at the meeting, either in person or by proxy, in respect of such share as if he/she were solely entitled thereto, but if more than one of such joint holders be present at the meeting, 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 holders, and for this purpose seniority shall be determined as that one of the said persons so present whose name stands first on the register of shareholders in respect of such share shall alone be entitled to vote in respect thereof.

  7. To be valid, this Second Proxy Form must be completed, signed and deposited at the Hong Kong share registrar of the Company, Computershare Hong Kong Investor Services Limited (the "Share Registrar"), at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, together with the power of attorney or other authority (if any) under which it is signed (or a notarially certified copy thereof), not less than 48 hours before the time for holding the meeting (the "Closing Time"). The completion and return of the Second Proxy Form shall not preclude shareholders of the Company from attending and voting in person at the above meeting (or any adjourned meeting thereof) if they so wish.

  8. A proxy need not be a shareholder of the Company.

  9. The full text of these resolutions appear in the notice of the Annual General Meeting of the Company dated 28 April 2017 and the supplemental notice of the Annual General Meeting of the Company dated 12 June 2017.

  10. A shareholder who has not yet lodged the form of proxy enclosed with the notice of the Annual General Meeting (the "First Proxy Form") with the Share Registrar is requested to lodge this Second Proxy Form if he/she wishes to appoint proxy(ies) to attend the Annual General Meeting on his/her behalf. In this case, the First Proxy Form should not be lodged with the Share Registrar.

  11. A shareholder who has already lodged the First Proxy Form with the Share Registrar should note that:

    1. if no Second Proxy Form is lodged with the Share Registrar, the First Proxy Form, if correctly completed, will be treated as a valid form lodged by him/her. The proxy so appointed by the shareholder shall be required to vote in such manner as he/she may be directed under the First Proxy Form, and in respect of the resolution for the proposed re-election of Mr. Ngan Wing Ho as a non-executive director as set out in the supplemental notice of the Annual General Meeting, the proxy will be entitled to vote at his/her discretion or to abstain from voting on such resolution;

    2. if the Second Proxy Form is lodged with the Share Registrar before the Closing Time, the Second Proxy Form, if correctly completed, will revoke and supersede the First Proxy Form previously lodged by him/her. The Second Proxy Form will be treated as a valid proxy form lodged by the shareholders; and

    3. if the Second Proxy Form is lodged with the Share Registrar after the Closing Time, or if lodged before the Closing Time but is incorrectly completed, the proxy appointment under the Second Proxy Form will be invalid. The proxy so appointed by the shareholder under the First Proxy Form, if correctly completed, will be entitled to vote in the manner as mentioned in (i) above as if no Second Proxy Form was lodged with the Share Registrar. Accordingly, shareholders are advised to complete the Second Proxy Form carefully and lodge the Second Proxy Form with the Share Registrar before the Closing Time.

    C.banner International Holdings Limited published this content on 09 June 2017 and is solely responsible for the information contained herein.
    Distributed by Public, unedited and unaltered, on 09 June 2017 09:38:24 UTC.

    Original documenthttp://www.cbanner.com.cn/en/pdf/LTN20170609339.pdf

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