Royal Century Resources Holdings Limited 仁德資源控股有限公司

(Incorporated in Hong Kong with limited liability)

(Stock Code: 8125) FORM OF PROXY FOR THE ANNUAL GENERAL MEETING (OR ANY ADJOURNMENT THEREOF)

I/We (Note 1) of being the registered holder(s) of (Note 2) ordinary shares (the "Shares") of Royal Century Resources Holdings Limited (the "Company") HEREBY APPOINT (Note 3) the Chairman of the Annual General Meeting (the "Meeting"), or of

as my/our proxy to attend the Meeting to be held at Suite 2201, 22/F., China Resources Building, 26 Harbour Road, Wanchai, Hong Kong on Monday, 21 August 2017, at 11:00 a.m. (or at any adjournment thereof) and vote for me/us and on my/our behalf in respect of the under mentioned resolutions as indicated.

ORDINARY RESOLUTIONS

FOR (Note 4)

AGAINST (Note 4)

1. To receive and consider the audited consolidated financial statements and the reports of the directors and auditors of the Company for the year ended 31 March 2017.

2. (a) To re-elect Mr. Chan Chi Yuen as executive director;

(b) To re-elect Mr. Liu Rongsheng as executive director;

(c) To re-elect Mr. Wang Jun as executive director.

3. To authorise the board of directors of the Company to fix the remuneration of the directors of the Company.

4. To re-appoint Reanda Lau & Au Yeung (HK) CPA Limited as the auditors of the Company and to authorise the board of directors of the Company to fix their remuneration.

5. To give a general mandate to the directors of the Company to allot, issue and deal with new shares of the Company not exceeding 20% of its issued shares as at the date of this resolution.

6. To give a general mandate to the board of directors of the Company to repurchase shares of the Company not exceeding 10% of its issued shares as at the date of this resolution.

7. Conditional on the passing of resolutions nos. 5 and 6, to extend the general mandate given to the directors of the Company to allot, issue and deal with shares not exceeding the aggregate number of shares repurchased pursuant to the general mandate granted under resolution no. 6.

Shareholder's Signature (Note 5) Date

Notes:

  1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS. The names of all joint registered holders should be stated.

  2. Please insert the number of shares of the Company 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, strike out "Chairman of the Annual General Meeting" and insert in BLOCK CAPITALS the full name and address of the proxy desired in the space provided. You are entitled to appoint one or more separate proxies and the proxy need not be a member of the Company but must attend the Meeting in person to represent you.

  4. Please indicate with a "✔" in the space opposite to each of the resolutions showing how you wish the proxy to vote on your behalf. In the

    absence of any such indication, the proxy may vote for or against the resolutions or may abstain 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. This form of proxy must be signed by you or your attorney duly authorised in writing or, in case of a corporation, must be either under its common seal or under the hand of an officer or attorney or other person duly authorised.

  6. Where there are joint registered holders of any share(s), any one of such persons may vote at the Meeting, either personally or by proxy, in respect of such share(s) as if he was solely entitled thereto, but if more than one of such joint holders be 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 in respect of such shares shall alone be entitled to vote and will be accepted to the exclusion of other joint registered holders in respect hereof.

  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 notarially certified copy thereof) must be deposited at the Company's registrar and transfer office, Union Registrars Limited at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King's Road, North Point, Hong Kong not less than 48 hours before the time fixed for holding the Meeting or at any adjournment thereof.

  8. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON(S) WHO SIGN(S) IT.

Royal Century Resources Holdings Ltd. published this content on 30 June 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 19 July 2017 10:23:08 UTC.

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