New City Development : Form of proxy for use at the annual general meeting (the "2021 AGM") to be held on Friday, 28 May 2021

NEW CITY DEVELOPMENT GROUP LIMITED

新城市建設發展集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 0456)

Form of proxy for use at the annual general meeting (the "2021 AGM") to be held on Friday, 28 May 2021

I/We, (Note 1)

of

being the registered holder(s) of

shares (Note 2) of HK$0.004 each in the share capital of New City Development Group Limited (the

"Company"), HEREBY APPOINT THE CHAIRMAN OF THE 2021 AGM (Notes 3 & 4) or

of

as my/our proxy to attend the 2021 AGM (and any adjourned meeting) of the Company to be held at Unit D, 17/F, MG Tower, 133 Hoi Bun Road, Kwun Tong, Kowloon, Hong Kong on Friday, 28 May 2021 at 10:30 a.m. for the purposes of considering and, if thought fit, passing the resolutions as set out in the notice convening the 2021 AGM and at the 2021 AGM (and at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of the resolutions as indicated below or, if no indication is given, as my/our proxy thinks fit.

				ORDINARY RESOLUTIONS				FOR	AGAINST
							(Notes 5 & 6)	(Notes 5 & 6)
1.		To consider and adopt the audited consolidated financial statements of the Company and its subsidiaries and the
		reports of the directors and auditor of the Company for the year ended 31 December 2020.
2.		To re-elect Mr. Luo Min as an executive director of the Company.
3.		To re-elect Dr. Ouyang Qingru as an independent non-executive director of the Company.
4.		To authorize the board of directors of the Company to fix the directors' remuneration.
5.		To re-appoint McMillan Woods (Hong Kong) CPA Limited as auditor of the Company and to authorize the
		board of directors of the Company to fix their remuneration.
6.		To grant a general mandate to the directors of the Company to purchase the shares of the Company not
		exceeding 10% of the total number of shares of the Company in issue as at the date of passing of this resolution
		(the "Repurchase Mandate").
7.		To grant a general mandate to the directors of the Company to issue, allot and deal with authorized and
		unissued shares of the Company not exceeding 20% of the total number of shares of the Company in issue as at
		the date of passing of this resolution (the "Issue Mandate").
8.		Conditional upon the passing of resolutions nos. 6 and 7, to extend the Issue Mandate granted to the directors of
		the Company to issue, allot and deal with authorized and unissued shares in the capital of the Company by the
		aggregate number of shares repurchased by the Company under the Repurchase Mandate.
Dated this			day of		2021.	Signature (Note 7):

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS. In the case of joint registered holders, the names of all joint registered holders should be stated.
2. Please insert the number of shares of the Company registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all the shares of the Company registered in your name(s).
3. Any member of the Company entitled to attend and vote at the 2021 AGM is entitled to appoint another person as his/her/its proxy to attend and vote instead of him/her/it. The proxy need not be a member of the Company but must attend the 2021 AGM in person to represent the member.
4. If any proxy other than the Chairman of the 2021 AGM is preferred, strike out the words "THE CHAIRMAN OF THE 2021 AGM" and insert the name and address of the proxy desired in the space provided. A member of the Company who is the holder of two or more shares may appoint more than one proxy to attend and vote on his/her/its behalf at the 2021 AGM provided that if more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE 2021 AGM WILL ACT AS YOUR PROXY. ANY ALTERATION MADE
   TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.
5. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTIONS, TICK THE APPROPRIATE BOXES MARKED "FOR". IF YOU WISH TO VOTE AGAINST ANY RESOLUTIONS, TICK THE APPROPRIATE BOXES MARKED "AGAINST". Failure to complete any or all the boxes will entitle your proxy to cast his/her votes at his/her discretion. Your proxy will also be entitled to vote at his/her discretion on any resolution(s) properly put to the 2021 AGM other than those referred to in the notice convening the 2021 AGM.
6. All resolutions will be put to vote by way of poll at the 2021 AGM. Every member of the Company present in person (in the case of a member being a corporation, by its duly authorized representative) or by proxy shall have one vote for every fully paid share of the Company of which he/she/it is the holder. A person entitled to more than one vote on a poll need not use all his/her votes or cast all the votes he/she uses in the same way and in such cases, please state the relevant number of shares in the appropriate box(es) above.
7. 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 executed under its common seal or under the hand of an officer or attorney or other person duly authorized.
8. To be valid, this form of proxy together with the power of attorney (if any) or other authority (if any) under which it is signed or a certified copy thereof, must be deposited at the Hong Kong branch share registrar and transfer office of the Company, Union Registrars Limited, at Suites 3301-04, 33/F, Two Chinachem Exchange Square, 338 King's Road, North Point, Hong Kong not less than 48 hours before the time appointed for holding the 2021 AGM or the adjourned meeting.
9. No instrument appointing a proxy shall be valid after the expiration of 12 months from the date named in it as the date of its execution, except at an adjourned meeting where the meeting was originally held within 12 months from such date.
10. 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 votes of the other joint holder(s) and for this purpose seniority will be determined by the order in which the names of the joint holders stand in the register of members of the Company in respect of the joint holding.
11. Completion and delivery of the form of proxy will not preclude you from attending and voting at the 2021 AGM and, in such event, the form of proxy delivered shall be deemed to be revoked.

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 2021 AGM (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 and to such parties who are authorized 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. You/your proxy (or proxies) has/have the right to request access to and/or correction of the relevant personal data in accordance with the provisions of the Personal Data (Privacy) Ordinance and any such request should be in writing by mail to the Personal Data Privacy Officer of Union Registrars Limited at the above address.