Capital Environment : Proxy Forms

e2a7baa1-76b0-4676-a90e-4db967361d7c.pdf CAPITAL ENVIRONMENT HOLDINGS LIMITED

首創環境控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 03989) PROXY FORM FOR 2016 ANNUAL GENERAL MEETING

I/We1 of being the registered holder(s) of share(s)2 of HK$0.1 each in the share capital of Capital Environment Holdings Limited (the "Company"), HEREBY APPOINT THE CHAIRMAN OF THE ANNUAL GENERAL MEETING (the "Meeting"), or3

of to act as my/our proxy to attend and vote for me/us and on my/our behalf at the Meeting to be held at Unit 1613-1618, 16/F., Bank of America Tower, 12 Harcourt Road, Central, Hong Kong on Thursday, 30 June 2016 at 11:00 a.m. (or at any adjournment thereof) for the purpose of considering, if thought fit, passing the resolutions set out in the notice convening the Meeting as hereunder indicated, and, if no such indication is given, as my/our proxy thinks fit and on any other resolution properly put to the Meeting.

Ordinary Resolutions			For4	Against4
1.	To receive and consider the audited financial statements and the reports of the directors and auditors of the Company for the year ended 31st December, 2015.
2.	(i)	To re-elect Mr. Wang Hao as executive Director and Chairman;
	(ii)	To re-elect Mr. Cao Guoxian as executive Director and Chief Executive Officer;
	(iii)	To re-elect Mr. Shen Jianping as executive Director;
	(iv)	To re-elect Mr. Liu Yongzheng as executive Director;
	(v)	To re-elect Mr. Cheng Kai Tai, Allen as independent non-executive Director; and
	(vi)	To authorise the Board of Directors to fix the directors' remuneration.
3.	To re-appoint Messrs. Deloitte Touche Tohmatsu as the Company's auditors and authorise the Board of Directors to fix their remuneration.
4.	Special business - ordinary resolution in item 4 of the notice of the Meeting (to grant a general mandate to the directors to issue additional shares not exceeding 20% of the issued share capital).
5.	Special business - ordinary resolution in item 5 of the notice of the Meeting (to grant a general mandate to the directors to repurchase shares not exceeding 10% of the issued share capital).
6.	Special business - ordinary resolution in item 6 of the notice of the Meeting (to extend the general mandate to the directors to issue additional shares under resolution 4 above of the aggregate nominal amount of shares repurchased by the Company under the general mandate to the directors to repurchase shares under resolution 5 above).

Dated the day of , 2016 Shareholder's Signature7:

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS.

2. Please insert the number of shares of HK$0.1 each 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. If any proxy other than the Chairman of the Meeting is preferred, delete words "THE CHAIRMAN OF THE ANNUAL GENERAL MEETING" and insert the name and address of the proxy desired in the space provided.

4. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTIONS, TICK THE BOX MARKED "FOR". IF YOU WISH TO VOTE AGAINST ANY RESOLUTIONS, TICK THE BOX MARKED "AGAINST". Failure to tick a box will entitle your proxy to cast your vote at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the Meeting other than those referred to in the notice convening the Meeting.

5. The description of this resolution is by way of summary only. The full text appears in the Notice of Annual General Meeting.

6. To be valid, the form of proxy together with a 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 registrar, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong not less than forty eight hours before the time appointed for holding the meeting or any adjournment thereof.

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 either be executed under its common seal or under the hand of an officer or attorney or other person duly authorized.

8. Where there are joint holders of a share of the Company, any one of such joint holders may vote at the meeting 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 be present at the meeting in person or by proxy, that one of such joint holders so present whose name stands first on the register of members of the Company in respect of such share shall alone be entitled to vote in respect thereof.

9. The proxy need not be a member of the Company but must attend the Meeting in person to represent you.

10. Completion and return of this form of proxy will not preclude you from attending and voting in person at the meeting or at any adjournment thereof if you so desire and, in such event, the appointed proxy shall be deemed to have been revoked.

11. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.