Hsin Chong : Form of Proxy for use at the Special General Meeting to be held on Thursday, 19 May 2016 or at any Adjournment thereof

09E160130179Proxy 1..1 HSIN CHONG GROUP HOLDINGS LIMITED

新昌集團控股有限公司

(Incorporated in Bermuda with limited liability)

(Stock Code: 00404)

FORM OF PROXY FOR USE AT THE SPECIAL GENERAL MEETING TO BE HELD ON THURSDAY, 19 MAY 2016 OR AT ANY ADJOURNMENT THEREOF

I/We, being the registered holder(s) of Hsin Chong Group Holdings Limited (the ''Company''), hereby appoint the proxy (Note1) as specified below or failing him/her, THE CHAIRMAN OF THE MEETING (Note1) to attend and vote for me/us and on my/our behalf at the special general meeting of the Company (the ''Meeting'') to be held at 2nd Floor, Hsin Chong Center, 107-109 Wai Yip Street, Kwun Tong, Kowloon, Hong Kong on Thursday, 19 May 2016 at 11:15 a.m. or immediately after the conclusion or adjournment of the annual general meeting of the Company to be held on Thursday, 19 May 2016 (whichever is the later) for the purposes of considering and, if thought fit, passing the following resolutions set out in the notice convening the Meeting, and to vote for me/us at the Meeting as indicated below, and if no such indication is given, as my/our proxy thinks fit. Terms defined in the circular of the Company dated 3 May 2016 (the ''Circular'') have the same meaning when used in this proxy form.

Registered Holder(s) (Complete in ENGLISH BLOCK CAPITALS. The names of all joint holders should be stated.)
Registered Name
Registered Address
Certificate No. (Note8)	Signature (Note4)
Registered Holding (Note2)
Date

Proxy (Note 1) (Complete in ENGLISH BLOCK CAPITALS.)
Full Name	No. of Shares (Note3)
Full Address

ORDINARY RESOLUTIONS									FOR (Note 5)	AGAINST (Note 5)
1.	To approve thereunder.#	the	Subscription	Deed	and	the	transactions	contemplated
2. To approve the issue and allotment of new shares of the Company upon the exercise of the conversion rights attaching to the US$100 million 6% convertible bonds due 2017 issued by the Company on 20 November 2015.#

# Full text of each of the relevant resolutions is set out in the notice of the Meeting dated 3 May 2016

Notes:

1. If any proxy other than the chairman of the meeting is preferred, please insert the full name and address of the proxy desired in the space provided. A holder entitled to attend and vote at the meeting of the Company is entitled to appoint one or more proxies to attend and vote on his/her behalf. ANY ALTERATION MADE TO THIS PROXY FORM MUST BE INITIALLED BY THE PERSON WHO SIGNS IT. The proxy needs not be a member of the Company, but must attend the meeting (or any adjournment thereof) to represent you.

2. Please insert the number of shares registered in the name of the holder(s).

3. Please insert the number of shares for this proxy form. If no number is inserted, this proxy form will be deemed to relate to all the shares registered in the name of the holder(s).

4. This proxy form must be signed and dated by the shareholder or his/her attorney duly authorised in writing. If the shareholder is a company, it should execute this proxy form under its common seal or by the signature(s) of (a) person(s) authorised to sign on its behalf. In the case of joint shareholders, any one shareholder may sign this proxy form. The vote of the senior joint shareholder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint shareholder(s) and for this purpose seniority will be determined by the order in which the names stand in the register of members in respect of the joint shareholding.

5. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, TICK (✓) IN THE RELEVANT BOX BELOW THE BOX MARKED ''FOR''. IF YOU WISH TO VOTE AGAINST A RESOLUTION, TICK (✓) IN THE RELEVANT BOX BELOW THE BOX MARKED ''AGAINST''. Failure to tick either box in

   respect of a resolution will entitle your proxy to cast your vote in respect of that resolution at his/her discretion or to abstain. Your proxy will also be entitled to vote at his/her discretion or to abstain on any resolution properly put to the meeting other than those referred to in the notice convening the meeting.

6. In order to be valid, a proxy form and the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power of attorney, must be deposited at the Hong Kong branch share registrar and transfer office of the Company, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong, not less than 48 hours before the time fixed for holding the meeting or any adjournment thereof.

7. Completion and delivery of this proxy form will not preclude you from attending and voting at the meeting if you so wish.

8. Please provide one certificate number, if possible, to facilitate processing.

9. For the avoidance of doubt, we do not accept any special instructions written on this proxy form.