Pacific Alliance China Land : PACL EGM Proxy

PACIFIC ALLIANCE CHINA LAND LIMITED

EXTRAORDINARY GENERAL MEETING

FORM OF PROXY

I/We _______________________________________________________________________________

(block capitals please)

of __________________________________________________________________________________

being (a) holder(s) of Ordinary Shares in the above-named Company hereby appoint the Chairman of the Meeting, or (see Note 2) ________________________________________________________________

as my/our proxy to vote for me/us and on my/our behalf at the Extraordinary General Meeting of the Company to be held at 11:00 a.m. (London time) on 12 May 2020 at IFC 5, St. Helier, Jersey, Channel Islands and at any adjournment thereof and thereat to vote as indicated below.

Number of Shares held:

Form of Shareholding:Euroclear / Clearstream / Book Register (*circle as appropriate)

Dated:2020

Signature(s)..................................................................................................

Completed proxies must be returned to the Company's Administrator by mail or by facsimile no later than 5:00 p.m. (London time) on 7 May 2020, as follows:

By Mail:	Sanne Fiduciary Services Limited
	IFC 5, St Helier
	Jersey JE1 1ST
	Channel Islands
	Attn: Noel Walsh
By Facsimile:	[phone]

Attn: Noel Walsh

Please indicate with an X in the spaces below how you wish your vote to be cast.

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1. SPECIAL RESOLUTION that in accordance with Rule 41 of the AIM Rules for Companies, the cancellation of the admission to trading on AIM (the market of that name operated by the London Stock Exchange plc) ("Cancellation") of the ordinary shares of US$0.01 each in the capital of the Company be, and hereby is, approved, and the directors of the Company be authorised to take all action reasonable or necessary to effect such Cancellation.

1. SPECIAL RESOLUTION that conditional on the passing of Resolution 1, the Company be, and hereby is, placed into voluntary liquidation
2. SPECIAL RESOLUTION that conditional on the passing of Resolution 1, John Royle and Margot MacInnis of Grant Thornton Specialist Services (Cayman) Limited, 10 Market Street #765, Camana Bay, Grand Cayman KY1-9006, Cayman Islands be, and hereby are, appointed joint voluntary liquidators of the Company (the "Liquidators");
3. ORDINARY RESOLUTION that in accordance with Order 13, Rule 9 of the Companies Winding Up Rules, 2018 (as amended) and Section 130 of the Companies Law (2020 Revision, as amended), the Liquidators remuneration be, and hereby is, approved on the combination fee basis of a fixed sum of US$10,000 plus disbursements for executing the statutory liquidation plus time costs, at their hourly fee rates, for any pre-appointment planning/advice, realising any assets, discharging any liabilities, distributing any surplus assets, or undertaking any non-statutory work;

FOR AGAINST VOTE

WITHHELD

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1. ORDINARY RESOLUTION that the Liquidators remuneration plus expenses reasonably and properly incurred in the winding up be paid out of the assets of the Company;
2. ORDINARY RESOLUTION that the Liquidators be authorised to determine, as they shall think fit, whether it is cost effective to distribute to the Shareholders any surplus assets of the Company, if any, remaining after the liquidation, and if so determined shall distribute to the Shareholder(s) in specie or in kind the whole or any part of the assets, remaining (whether they shall consist of cash, property of the same kind or not) and may, for such purpose set such value as the Liquidators deem fair upon any property to be distributed as aforesaid and may determine how such distribution shall be carried out pursuant to the Company's Memorandum and Articles of Association failing which the Liquidators are hereby authorised to distribute such surplus assets to the Early Childhood Education program in China which focuses on early literacy and numeracy of the young children left behind in villages whose parents have relocated to be migrant workers in China's larger cities.
3. ORDINARY RESOLUTION that the Liquidators be, and hereby are, authorised to do any act considered necessary, reasonable and fair in respect of the voluntary winding up of the Company.

Notes

1. All members are entitled to attend and vote at the meeting, whether or not they have returned a form of proxy.
2. If any other proxy is preferred, delete the words "the Chairman of the Meeting or," insert the name of the proxy you wish to appoint and initial the alteration. A proxy need not be a member of the Company.
3. In the case of a corporation this form of proxy must be executed under its common seal or under the hand of an officer or attorney duly authorised in writing.
4. 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 holders and for this purpose seniority shall be determined by the order in which the names stand in the register of members.

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1. If this form of proxy is returned duly signed but without any indication as to how the person appointed proxy shall vote, he will exercise his discretion as to how he votes and whether or not he abstains from voting.
2. To be valid, the form of proxy, together with the power of attorney or other authority, if any, under which it is executed (or a notarially certified copy of such power of attorney) must be deposited with:
   Sanne Fiduciary Services Limited IFC 5, St Helier
   Jersey JE1 1ST Channel Islands Attn: Noel Walsh
   by no later than 5:00 p.m. (London time) on 7 May 2020.
   The Company will also accept faxed copies of completed proxies sent to
   Sanne Fiduciary Services Limited IFC 5, St. Helier, Jesey
   JE1 1ST Channel Islands Fax: [phone] Attn: Noel Walsh
   provided that such proxies are received by no later than 5.00 pm (London time) on 7 May 2020.
3. All alterations made in this form of proxy must be initialled.
4. Appointment of a proxy will not preclude a member from attending and voting in person should he subsequently decide to do so.

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