CPMC : Form of Proxy for the Extraordinary General Meeting

CPMC HOLDINGS LIMITED

中糧包 裝控股有限 公司

(incorporated in Hong Kong with limited liability)

(Stock code: 906)

Form of Proxy for the Extraordinary General Meeting

I/We, (Note 1) of (Note 1)

being the registered holder(s) of (Note 2)			shares of CPMC Holdings Limited (the "Company"), HEREBY
APPOINT					(I.D. No.
of								(Note 3)
Tel. No.:			) or the Chairman of the extraordinary general meeting (the "EGM") or any adjournment

thereof, as my/our(*) proxy(ies)(*) to attend and vote for me/us(*) on the following resolution in accordance with the instruction(s) below and on my/our(*) behalf at the EGM to be held at 11:00 a.m. on Monday, 23 December 2019 at 35/F, Great China International Exchange Square, No. 1 Fuhua 1st Road, Shenzhen, Guangdong, China and any adjournment thereof for the purpose of considering and, if thought fit, passing the resolutions set out in the notice convening the EGM. In the absence of any indication, the proxy may vote for or against the resolutions at his own discretion.

			ORDINARY RESOLUTIONS			FOR (Note 4)	AGAINST (Note 4)
1.	(i)	the conditional deposit services to be provided by COFCO	Finance
		Company Limited ("COFCO Finance") pursuant to the financial services
		agreement dated 7 November 2019 between COFCO Finance, CPMC
		Investment Co., Ltd. and the Company (the "2019 Financial Services
		Agreement"), a copy of which has been produced to the EGM marked "A"
		and initialled by the chairman of the EGM for identification purposes, and
		the relevant deposit cap on a daily basis in the amount equivalent of
		RMB900,000,000 set out in the Company's circular dated 27 November
		2019 be and are hereby confirmed, ratified and approved; and
	(ii)	any one or more of the directors of the Company be and is hereby
		authorised to do all such further acts and things, negotiate, approve, agree,
		sign, initial, ratify and/or execute such further documents and take all steps
		which may be in their opinion necessary, desirable or expedient to
		implement and/or give effect to the terms of the 2019 Financial Services
		Agreement and the transactions contemplated thereunder.
2.	Mr. Chen Jihua be re-elected as an independent non-executive director of the
	Company and the board of directors of the Company be authorised to fix his
	remuneration.
Signature(s): (Note 6)			Dated			2019

Notes:

1. Full name(s) and address(es) must be inserted in BLOCK CAPITALS.
2. 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 Company registered in your name(s).
3. Please insert the name and address of your proxy. If this is left blank, the chairman of the EGM will act as your proxy. One or more proxies, who may not be member(s) the Company, may be appointed to attend and vote in the meeting provided that such proxies must attend the meeting in person on your behalf. Any alteration made to his proxy form must be signed by the signatory.
4. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION, PLEASE INDICATE WITH A TICK IN THE BOX MARKED "FOR". IF YOU WISH TO VOTE AGAINST THE RESOLUTION, PLEASE INDICATE WITH A TICK IN THE BOX MARKED "AGAINST". In the absence of any such indication, the proxy will vote or abstain at his discretion.
5. The register of members of the Company will be closed from Wednesday, 18 December 2019 to Monday, 23 December 2019 with both days inclusive. In order to qualify for attending and voting at the EGM, all transfer documents should be lodged for registration with the Company's registrar, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong on or before 4:30 p.m., Tuesday, 17 December 2019.
6. In order to be valid, this form of proxy together with the power of attorney (if any) or other authority (if any) under with it is signed, or a notarially certified copy thereof, must be lodged at the Company's registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the EGM or the adjourned EGM.
7. This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must be either under its common seal or under the hand of an officer or attorney duly authorised.
8. In case of joint holders, the vote of the senior who tenders a vote whether in person or by proxy, shall be accepted on the exclusion of the votes of the other joint holders, and for this purpose, seniority will be determined by the order in which the names stand in register in respect of the joint holding.
9. The proxy need not be a member of the Company but must attend the EGM in person to represent you.
10. Completion and delivery of this form of proxy will not preclude you from attending and voting at the EGM. In such event, the instrument appointing a proxy shall be deemed to be revoked.
11. (*) please delete as appropriate.
12. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.