中電控股有限公司



CLP Holdings Limited

(incorporated in Hong Kong with limited liability)

(stock code no.: 00002)

PROXY FORM FOR ANNUAL GENERAL MEETING

I/We of being the registered Shareholder(s) of shares in CLP Holdings Limited ���JN�N.�� (the Company) hereby appoint of

or failing him/her the Chairman of the Annual General Meeting (the AGM) of the Company to be held on 8 May 2014 as

my/our proxy to attend and vote for me/us and on my/our behalf at the aforementioned AGM, and at every adjournment

thereof on the undermentioned resolutions as indicated:

See Notes 3 and 4

For

Against

(1)

To adopt the audited Financial Statements for the year ended 31 December 2013 and the Reports of the Directors and Independent Auditor thereon.

(2)

(a) To re-elect Mr John Andrew Harry Leigh as Director.

(2)

(b) To re-elect Sir Roderick Ian Eddington as Director.

(2)

(c) To re-elect Mr Ronald James McAulay as Director.

(2)

(d) To re-elect Dr Lee Yui Bor as Director.

(3)

To re-appoint PricewaterhouseCoopers as Independent Auditor of the Company and authorise the Directors to fix Auditor's remuneration for the year ended 31

December 2014.

(4)

To give a general mandate to the Directors to issue and dispose of additional shares in the Company; not exceeding five per cent of the total number of shares in issue at the date of this Resolution and such shares shall not be issued at a discount of more than ten per cent to the Benchmarked Price of such shares.

(5)

To give a general mandate to the Directors to exercise all the powers of the Company to buy back or otherwise acquire shares of the Company in issue; not exceeding ten per cent of the total number of shares in issue at the date of this Resolution.

Dated day of 2014 Signature(s)

Notes :
1. A Shareholder entitled to attend and vote at the AGM is entitled to appoint a proxy or separate proxies to represent respectively the number of the shares held by that Shareholder. Subject to the statutes, any such proxy may attend, speak and vote in his/her stead. The proxy need not be a Shareholder of the Company but must attend the AGM in person to represent you.
2. Shareholders who would like to appoint proxies to attend, speak and vote in their stead at the AGM may use this form or download a copy from our website at www.clpgroup.com.
3. 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 of the Company registered in your name(s).

4. Please indicate with a '✓' in the appropriate space beside each of the resolutions how you wish the proxy to vote on your behalf. In the absence of any such indication, the proxy will vote for or against the resolution or will abstain at his/her discretion.

5. The full wording of the resolutions to be proposed at the AGM and Explanatory Notes are set out in the Notice of AGM which is available on our website and sent to all Shareholders on 28 March 2014.
6. In order to be valid, proxy forms must be completed, signed and deposited at the Company's Registrars, Computershare Hong Kong Investor Services Limited, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not less than 48 hours (excluding any part of a day that is a public holiday) before the time for holding the AGM.
7. The Chairman will demand a poll on each of the questions submitted for determination at the AGM. On a poll, every Shareholder present in person or by proxy or (being a corporation) is represented by proxy shall have one vote for every share held by him/her. The results of the poll will be published as explained in Explanatory Note 20 of the Notice of AGM.
8. Your proxy's authority will be revoked if you attend and vote in person in the AGM.

PERSONAL INFORMATION COLLECTION STATEMENT

"Personal Data" in this statement has the same meaning as "personal data" in the Personal Data (Privacy) Ordinance, Cap 486 ("PDPO"), which will include your and your appointed proxy's name and mailing address.

The Personal Data provided in this form may be used in connection with processing your appointment of proxy at CLP Holdings Limited's Annual General Meeting ("AGM") and instructions. Your supply of the Personal Data to the Company and/or its Registrars is on a voluntary basis. However, we may not be able to effect the appointment of your proxy and instructions unless you provide us with the Personal Data. The Personal Data will not be transferred to any party outside CLP or its Registrars, unless it is required to do so by law, for example, in response to a court order or a law enforcement agency's request.
The Personal Data collected in this proxy form will be retained for such period as may be necessary for our record, verification and notification purposes, and this proxy form together with the Personal Data contained in this form will be destroyed no later than 1 year after the AGM.
You and your appointed proxy have the right to request access to and/or correction of the respective Personal Data in accordance with the provisions of the PDPO. Any such request for access to and/or correction of the Personal Data should be in writing and sent by post to:
Personal Data Privacy Officer
Computershare Hong Kong Investor Services Limited
17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong

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