(Incorporated in Bermuda with limited liability)

(Stock Code: 2689)

Form of proxy for use at the Annual General Meeting

(and any adjournment thereof) to be held on Wednesday, 7 December 2016 at 2 : 30 p.m.

I/We (note 1) of being the registered holder(s) of (note 2) ordinary shares of HK$0.10 each in the share capital of NINE DRAGONS PAPER (HOLDINGS) LIMITED (the ''Company''), hereby appoint (note 3) the Chairman of the Meeting or failing him,

of as my/our proxy to attend and vote for me/us and on my/our behalf at the Annual General Meeting of the Company to be held at the Auditorium, 4/F., Sun Hung Kai Centre, 30 Harbour Road, Wanchai, Hong Kong on Wednesday, 7 December 2016 at 2 : 30 p.m. and at any adjournment thereof on the undermentioned resolutions as indicated (note 4):

ORDINARY RESOLUTIONS

FOR (note 4)

AGAINST (note 4)

1.

To receive and consider the Audited Financial Statements and the Reports of the Directors and Independent Auditor for the year ended 30th June, 2016.

2.

To declare the Final Dividend and Special Dividend to be paid out of the Contributed Surplus Account of the Company for the year ended 30th June, 2016.

3.

(a) (i) To re-elect Ms. Cheung Yan as an executive director of the Company;

(ii) To re-elect Mr. Liu Ming Chung as an executive director of the Company;

(iii) To re-elect Mr. Zhang Yuanfu as an executive director of the Company;

(iv) To re-elect Ms. Tam Wai Chu, Maria as an independent non-executive director of the Company;

(v) To re-elect Mr. Ng Leung Sing as an independent non-executive director of the Company;

(vi) To re-elect Mr. Lam Yiu Kin as an independent non-executive director of the Company; and

(b) To authorise the Board to fix Directors' remuneration.

4.

To re-appoint Messrs. PricewaterhouseCoopers as Auditor and to authorise the Board of Directors to fix its remuneration.

5.

(a) To grant an unconditional mandate to the Directors to allot ordinary shares.

(b) To grant an unconditional mandate to the Directors to purchase the Company's own shares.

(c) To extend the ordinary share issue mandate granted to the Directors.

Dated this day of 2016.

Signature (note 5):

Notes:

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

  2. Please insert the number of ordinary shares registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all the ordinary shares of the Company registered in your name(s).

  3. If any proxy other than the Chairman of the Meeting is preferred, delete the words ''the Chairman of the Meeting'' and insert the name and address of the proxy desired in the space provided. Any alteration made to this form of proxy must be duly initialled by the person who signs it.

  4. Please indicate with a ''H'' in the appropriate space beside each resolution how you wish the proxy to vote on your behalf. If this form is returned duly signed,

    but without any indication as to how your proxy should vote, the proxy may vote for or against the resolution or may abstain at his discretion.

  5. This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must be either under its common seal or under the hand of an officer or attorney duly authorised.

  6. In the case of joint registered holders of any ordinary share, any one of such persons may vote at the Meeting, either personally or by proxy, in respect of such ordinary shares as if he were solely entitled thereto, but if more than one of such joint holders is present at the Meeting, personally or by proxy, that one of the said persons so present whose name stands first on the Register of Members of the Company in respect of such ordinary shares shall alone be entitled to vote in respect thereof.

  7. To be valid, this form of proxy, together with any power of attorney or other authority (if any) under which it is signed, or a certified copy of such power or authority, must be deposited at the Company's Hong Kong Branch Share Registrar, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong not less than 48 hours before the time appointed for holding the Meeting or any adjourned meeting at which the person named in the instrument proposes to vote.

  8. The proxy need not be a shareholder of the Company.

  9. Completion and return of this form will not preclude you from attending and voting in person at the Meeting or upon the poll concerned and, in such event, the proxy form shall be deemed to be revoked.

* For identification purposes only

ND - Nine Dragons Paper Holdings Limited published this content on 24 October 2016 and is solely responsible for the information contained herein.
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