Hainan Meilan International Airport : FORM OF PROXY FOR THE DOMESTIC SHAREHOLDERS CLASS MEETING TO BE HELD ON 18 SEPTEMBER 2020

1. make consequential amendments to the Articles of Association as it thinks fit according to the actual status of issuance of the Subscription Shares and/or the requirements of regulatory authorities within and outside the PRC (if any), and carry out corresponding procedures for approval and industrial and commercial registration of change in connection to the increase in registered capital, and take other actions as necessary;
2. adjust or waive in time any one of the conditions precedent for the 2020 Parent Company Domestic Shares Subscription Agreement becoming effective based on the actual conditions; and
3. take all necessary actions to deal with the matters in relation to the issuance of the Subscription Shares.

2. To consider and approve the following resolutions on the Specific Mandate for the New H Shares Issue and listing of New H Shares on the Stock Exchange (relevant details of the resolutions are set out in the Circular):

"THAT:

The New H Shares Issue and the following items of the New H Shares Issue be and are hereby approved:

1. Class of Shares to be issued;
2. Time of issuance;
3. Size of issuance;
4. Ranking of New H Shares;
5. Listing;
6. Method of issuance;
7. Target placee(s);
8. Pricing mechanism;
9. Method of subscription;
10. Accumulated profits;
11. Use of proceeds;
12. Validity period of the resolutions;
13. Other authorisation to the Board and the persons delegated by the Board to deal with all the matters in relation to the New H Share Issue with full authority for an initial term of twelve (12) months following the passing of the relevant resolution(s) at the EGM and the Class Meetings. Such matters include but are not limited to:
14. 1. execute and submit all the relevant applications, reports and other documents to the relevant PRC and overseas regulatory departments or authorities and deal with all the relevant approvals, registration, filing, sanction and permission;
    2. determine the terms of the proposed New H Shares Issue, including the determination of the actual size, issue price (including the price range and final price), timing, method and target placee(s) of the proposed New H Shares Issue, the execution, implementation, modification and termination of any agreement, contract or other documents in relation to the exercise of the Specific Mandate to issue the New H Shares, making adjustment to the use of proceeds of the proposed New H Shares Issue, and any other relevant matter;

1. 1. negotiate and enter into subscription agreement(s) with the placee(s) and/or the placing agreement(s) with the placing agent(s) in relation to the proposed New H Shares Issue, and approving any revision or amendments to such agreement(s);
   2. deal with all the matters in relation to obtaining all the approvals and permissions from the relevant authorities including but not limited to CSRC, the Stock Exchange and/or any other relevant PRC and overseas authorities in relation to the proposed New H Shares Issue;
   3. depending on the requirements at the time of the issuance, engage and appoint financial advisor, the placing agent(s), PRC and overseas legal advisers and other relevant agencies in relation to the proposed New H Shares Issue and enter into engagement or appointment letters and other relevant legal documents;
   4. make appropriate amendments to the terms of the proposed New H Shares Issue in light of the specific circumstances and pursuant to the approval(s) by the relevant regulatory authorities;
   5. execute, implement, amend and complete any document and do any act as necessary and appropriate in relation to the proposed New H Shares Issue;
   6. approve the publication of relevant announcement(s), circular(s) and notice(s) in relation to the proposed New H Shares Issue on the websites of the Stock Exchange and the Company, respectively, and the submission of relevant forms, files or other documents to the Stock Exchange;
   7. obtain the approval from the Stock Exchange for listing of and permission to deal in all of the New H Shares to be issued and allotted pursuant to the New H Shares Issue on the Main Board of the Stock Exchange;
   8. adjust or waive in time any one of the conditions precedent for the proposed New H shares Issue based on the actual conditions; and
   9. take all necessary actions to deal with the matters in relation to the proposed New H Shares Issue."
2. To consider and approve the authorisation of the consequential amendments to the Articles of Association as the Board thinks fit to reflect the latest registered capital structure of the Company as a result of each of the issuance of the Subscription Shares and the New H Shares; and
3. To consider and approve proposals (if any) put forward at such meeting by any shareholder(s) holding three (3) per cent or more of the shares carrying the right to vote at such meeting.

Notes:

1. Full name(s) (in Chinese and English) and address(es) (as shown in the register of members) to be inserted in BLOCK LETTERS.
2. Please insert the number and class of shares registered in your name(s); if no number is inserted, this form of proxy will be deemed to relate to all such shares of the Company registered in your name(s).
3. If any proxy other than the chairman of the Domestic Shareholders Class Meeting is appointed, strike out "the chairman of the Domestic Shareholders Class Meeting or" and insert the name(s) and address(es) of the proxy/proxies desired in the spaces provided.
4. IMPORTANT: If you wish to vote for a resolution, please place a "✔" in the box marked "FOR". If you wish to vote against a resolution, please place a "✔" in the box marked "AGAINST". The shares abstained will not be counted in the calculation of the required majority. Failure to complete a box will entitle your proxy to cast your vote(s) at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution (or any amendment thereto) properly put to the Domestic Shareholders Class Meeting other than those set out in the notice convening the Domestic Shareholders Class Meeting.
5. In the case of joint holders of any shares in the Company, any one of such joint holders may vote, either in person or by proxy, in respect of such shares as if he were solely entitled thereto. But if more than one of such joint holders are present at the meeting, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of other joint holders and, for this purpose, seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.
6. This form of proxy must be signed by you or your attorney duly authorized in writing, or in the case of legal person, must be either under its seal or signed by a director or attorney duly authorized to sign the same.
7. Shareholders or their proxies attending the Domestic Shareholders Class Meeting shall produce their identity documents.
8. For holders of Domestic Shares, this form of proxy together with a notarially certified copy of the power of attorney or other authority, if any, must be delivered to secretary office to the Board of the Company at Office Building of Meilan Airport, Haikou City, Hainan Province, the PRC, not less than 24 hours before the time fixed for holding the meeting or any adjournment thereof in order for such documents to be valid.
9. A proxy need not be a member of the Company but must attend the meeting in person to represent you.
10. Completion and deposit of this form of proxy will not preclude you from attending and voting at the meeting if you so wish. In the event that you attend the meeting after having lodged this form of proxy, this form of proxy will be deemed to have been revoked.
11. Each alteration made to this form of proxy must be initialed by the person who signs it.