Cross-harbour (holdings) Ltd.HKEX: 32

Proxy Forms

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THE CROSS-HARBOUR (HOLDINGS) LIMITED

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(Incorporated in Hong Kong with limited liability)

(Stock Code: 32) Form of proxy for use at the annual general meeting to be held on Friday, 18 May 2012 (or at any adjournment thereof)

I/We (Note 1)

of being the registered holder(s) of (Note 2) shares of HK$1.00 each in the capital of The Cross-Harbour (Holdings) Limited (the "Company"), HEREBY APPOINT (Note 3) the chairman of the annual general meeting, or of

as my/our proxy to attend for me/us at the annual general meeting (and at any adjournment thereof) of the Company, to be held at Lounge,

Mezzanine Floor, Grand Hyatt Hong Kong, 1 Harbour Road, Wanchai, Hong Kong on Friday, 18 May 2012 at 10:15 a.m. for the purpose of

considering and, if thought fit, passing the ordinary resolutions set out in the notice convening the said meeting, and at such meeting (or at any

adjournment thereof) to vote for me/us and in my/our name(s) in respect of the said resolutions as hereunder indicated.

FOR (Note 4)

AGAINST (Note 4)

1.

To receive and consider the audited financial statements and the reports of the directors and the auditor for the year ended 31 December 2011.

2.

To declare final dividend for the year ended 31 December 2011.

3.

(a) (i) To re-elect Mr. Yuen Wing Shing, a retiring director, as an executive director.

3.

(ii) To re-elect Ms. Tung Wai Lan, Iris, a retiring director, as an executive director.

3.

(iii) To re-elect Mr. Lee Ka Sze, Carmelo, a retiring director, as a non-executive director.

3.

(iv) To re-elect Mr. Ng Kwok Fu, a retiring director, as an independent non-executive director.

3.

(b) To fix the directors' remuneration.

4.

To re-appoint auditor and to authorise the board of directors to fix the auditor 's remuneration.

5.

To grant the general mandates:

5.

ORDINARY RESOLUTION NO. (A)

5.

To consider and approve the proposed grant of the Repurchase Mandate

5.

ORDINARY RESOLUTION NO. (B)

5.

To consider and approve the proposed grant of the Issue Mandate

5.

ORDINARY RESOLUTION NO. (C)

5.

To consider and approve the proposed grant of the Extension

6.

To refresh the Scheme Mandate Limit

Signature(s): Date:

NOTES:

1. Full name(s) and address(es) of the members must be inserted in BLOCK CAPITAL.
2. Please insert the number of shares registered in your name(s) to which the proxy relates. 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. If any proxy other than the chairman is preferred, strike out "the chairman of the annual general meeting, or" and insert the name and address of the proxy desired in the space provided. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON(S) WHO SIGN(S) IT.
4. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, TICK THE BOX MARKED "FOR". IF YOU WISH TO VOTE AGAINST A RESOLUTION, TICK THE BOX MARKED "AGAINST". Failure to tick either box will entitle your proxy to cast your vote or abstain at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the said meeting other than those referred to in the notice convening the meeting.
5. A member who is the holder of two or more shares may appoint one or more proxies to represent him and vote on his behalf at the meeting.
6. The instrument appointing a 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 so authorised. A proxy need not be a member.
7. The instrument appointing a proxy and the power of attorney, if any, under which it is signed shall be deposited at the Company's registered office at Rooms
3301-3307, China Resources Building, 26 Harbour Road, Wanchai, Hong Kong not less than forty-eight (48) hours before the time appointed for holding the meeting or any adjourned meeting, as the case may be, at which the person named in such instrument proposes to vote.
8. Where there are joint registered holders of a share, any one of such persons may vote at the meeting, either personally or by proxy in respect of such share as if he were solely entitled thereto; and if more than one of such joint holders be present at the meeting, personally or by proxy, that one of the said persons so present whose name stands first in the register of members in respect of such share shall alone be entitled to vote in respect thereof.
9. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the meeting, or at any adjournment thereof, should you so wish.

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