2021-11-10 Proxy Forms FORM OF PROXY - EXTRAORDINARY GENERAL MEETING

C&D INTERNATIONAL INVESTMENT GROUP LIMITED

建 發 國 際 投 資 集 團 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1908)

FORM OF PROXY

EXTRAORDINARY GENERAL MEETING

Form of proxy for use by shareholders at the extraordinary general meeting to be held at Office No. 3517, 35th Floor, Wu Chung House, 213 Queen's Road East, Wanchai, Hong Kong, on Friday, 3 December 2021 at 3:00 p.m. (or any adjournment thereof)

I/We (Note a)					(Name(s))
of				(Address(es))
being the registered holder(s) of		(Note b) shares of HK$0.10 each in	the capital of

C&D International Investment Group Limited (the ''Company'') hereby appoint the chairman of the extraordinary general meeting of the

Company (the ''Meeting'') or			(Name(s))
of			(Address(es))

to act as my/our proxy (Note c) to attend for me/us at the Meeting to be held at Office No. 3517, 35th Floor, Wu Chung House, 213 Queen's Road East, Wanchai, Hong Kong on Friday, 3 December 2021 at 3:00 p.m. (or any adjournment thereof), and to vote on my/our behalf at the Meeting (or any adjournment thereof) in respect of the resolutions set out in the notice convening the Meeting (the ''Notice'') as indicated below or, if no indication is given, as my/our proxy thinks fit:

ORDINARY RESOLUTIONS (Note d)

FOR (Note e)

AGAINST (Note e)

1. To approve, confirm and ratify the Changsha Zhaoxiang Equity Transfer Agreements and all transactions contemplated thereunder as detailed in the Notice.
2. To approve, confirm and ratify the Xiamen Zhaodinglong Equity Transfer Agreements and all transactions contemplated thereunder as detailed in the Notice.

Dated this		day of		2021
Signature of shareholder(s):					(Notes f and g)

Notes:

1. Please insert full name(s) and address(es) in BLOCK CAPITAL LETTERS. In the case of joint registered holders, the names of all joint holders should be stated.
2. Please insert the number of shares in the capital of 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). If more than one proxy is appointed, the number of Shares in respect of which each such proxy was so appointed must be specified.
3. A member entitled to attend and vote at the Meeting is entitled to appoint one or more proxies of his own choice to attend and vote on his behalf. A proxy needs not be a member of the Company but must attend the Meeting (or any adjournment thereof) in person to represent you. If you wish to appoint some person(s) other than the chairman of the Meeting as your proxy, please delete the words ''the chairman of the extraordinary general meeting of the Company (the ''Meeting'') or'' and insert the name(s) and address(es) of the person(s) appointed in the spaces provided. If no name(s) and address(es) are inserted, the Chairman of the Meeting will act as your proxy.
4. The full text of the resolutions is set out in the Notice incorporated in the circular of the Company dated 11 November 2021.
5. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTIONS SET OUT ABOVE, PLEASE TICK (''✔'') THE BOXES MARKED ''FOR''. IF YOU WISH TO VOTE AGAINST THE RESOLUTIONS SET OUT ABOVE, PLEASE TICK (''✔'') THE BOXES MARKED ''AGAINST''. If the form of proxy returned is duly signed but contains no specific direction on the proposed resolutions, the proxy will vote or abstain at his discretion in respect of the corresponding proposed resolutions. A proxy will also be entitled to vote at his discretion on any resolution properly put to the Meeting (or any adjournment thereof) other than those set out in the notice of the Meeting.
6. In the case of joint registered holders of any Share, any one of such joint holders may vote at the Meeting (or any adjournment thereof), either in person or by proxy, in respect of such Share as if he were solely entitled thereto; but if more than one of such joint holders are present at the Meeting (or any adjournment thereof) personally or by proxy, that one of the said joint holders so present whose name stands first on the register in respect of such Share shall alone be entitled to vote in respect thereof.
7. This form of proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing, or if the appointor is a corporation, either under its seal or under the hand of an officer or attorney duly authorised.
8. 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 such power or authority must be deposited at the Company's Hong Kong branch share registrar and transfer office, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not less than 48 hours before the time for holding the Meeting (or any adjournment thereof).
9. Any alteration made to this form of proxy must be initialled by the person(s) who sign(s) it.
10. Completion and delivery of this form of proxy will not preclude you from attending and voting in person at the Meeting (or any adjournment thereof) if you so wish, and in such event, this form of proxy shall be deemed to be revoked.
11. A member or his proxy shall produce proof of identity when attending the Meeting (or any adjournment thereof). If a corporate member appoints its representative to attend the Meeting (or any adjournment thereof), such representative should produce proof of identity and a copy of the power of attorney or resolution of the board of directors or other governing body of that corporate member duly appointing such representative to attend the Meeting (or any adjournment thereof).

PERSONAL INFORMATION COLLECTION STATEMENT

Your supply of your and your proxy's (or proxies') name(s) and address(es) is on a voluntary basis for the purpose of processing your request for the appointment of a proxy (or proxies) and your voting instructions for the Meeting of the Company (the ''Purposes''). We may transfer your and your proxy's (or proxies') name(s) and address(es) to our agent, contractor or third party service provider who provides administrative, computer and other services to us for use in connection with the Purposes and to such parties who are authorised by law to request the information or are otherwise relevant for the Purposes and need to receive the information. Your and your proxy's (or proxies') name(s) and address(es) will be retained for such period as may be necessary to fulfil the Purposes. Request for access to and correction of the relevant personal data can be made in accordance with the provisions of the Personal Data (Privacy) Ordinance (Cap. 486, the Laws of Hong Kong) and any such request should be in writing by mail to the Company's principal place of business in Hong Kong at Office No. 3517, 35th Floor, Wu Chung House, 213 Queen's Road East, Wanchai, Hong Kong.