Hao Tian Development : Proxy Form for Extraordinary General Meeting or any adjournment thereof

昊天發展集團有限公司

Hao Tian Development Group Limited

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 00474)

Proxy Form for Extraordinary General Meeting or any adjournment thereof

I/We,1

of

being holder(s) of2

shares of HK$0.01

each in the share capital of HAO TIAN DEVELOPMENT GROUP LIMITED (the ''Company'') HEREBY APPOINT THE CHAIRMAN OF

THE MEETING or3

of

as my/our proxy to attend and vote for me/us and on my/our behalf at the extraordinary general meeting of the Company (the ''Meeting''), to be held at 10/F, CKK Commercial Centre, 289 Hennessy Road, Wanchai, Hong Kong at 10:30 a.m. on Thursday, 3 September 2020 (or at any adjournment thereof) in respect of the resolutions set out in the notice convening the Meeting as hereunder indicated, and, if no such indication is given, as my/our proxy thinks fit:

ORDINARY RESOLUTIONS

FOR4

AGAINST4

1. To approve, ratify and confirm (a) the Subscription Agreement and the Shareholders' Agreement dated 5 June 2020 in relation to the formation of joint venture and any transactions contemplated thereunder; and (b) the conditional Put Option Deed and to authorise any one or more of the Directors to take and/or authorise any action (including entering into any supplemental or amendment agreement) such acts as they may consider necessary, appropriate, desirable or expedient for the purposes of giving effect to or in connection with the Subscription Agreement, the Shareholders' Agreement and the Put Option Deed and any transaction contemplated thereunder.
2. To approve, ratify and confirm (a) the conditional Share Option Deed entered into between the Company and Co-High in respect of the grant of the Share Options to Co-High for subscription of 609,188,681 Option Shares at the initial exercise price of HK$0.25 per Option Share (subject to adjustments) and the grant of the Share Options and all the transactions contemplated thereunder; and (ii) the grant of the Specific Mandate to the Directors to issue and allot the Option Shares to Co-High pursuant to the Share Option Deed and to authorise any one or more of the Directors to do all such acts and things and execute all such documents which he/they consider necessary, desirable or expedient for the purpose of, or in connection with, the implementation of and giving effect to the Share Option Deed and the allotment and issue of the Option Shares to Co-High.

Dated this:

day of

2020.

Signature(s)5:

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS.
2. Please insert the number of shares of HK$0.01 each in the share capital 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 of the Company registered in your name(s).
3. If any proxy other than the chairman of the Meeting is appointed, strike out the words ''THE CHAIRMAN OF THE MEETING or'' and the full name and address of the proxy desired to be inserted in BLOCK CAPITALS in the space provided. IF NOT COMPLETED, THE CHAIRMAN OF THE MEETING WILL ACT AS YOUR PROXY. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.
4. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION, TICK IN THE BOX MARKED ''FOR''. IF YOU WISH TO VOTE AGAINST THE RESOLUTION, TICK IN THE BOX MARKED ''AGAINST''. Failure to complete the box will entitle your proxy to cast his vote at his discretion. Your proxy will be entitled to vote or abstain 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 the case of a corporation, must be executed either under its common seal or under the hand of an officer or attorney duly authorised.
6. To be valid, this form of proxy, together with the power of attorney or other authority, if any, under which it is signed or a certified true copy thereof, must be deposited at the branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong, not less than 48 hours before the time appointed for holding of the Meeting or any adjournment thereof.
7. In the case of joint holders of a share, the vote of the person, whether attending in person or by proxy, whose name stands first on the register of members of the Company in respect of such share shall be accepted to the exclusion of the vote(s) of the other joint holder(s).
8. The proxy need not be a member of the Company but must attend the meeting in person to represent you at the meeting or any adjournment thereof.
9. Completion and delivery of this form of proxy shall not preclude you from attending and voting in person if you so wish and in such event, the proxy shall be deemed to be revoked.
10. Resolutions will be put to shareholders to vote taken by way of a poll.
11. Unless otherwise specified, capitalised terms used in this form of proxy shall have the same meanings as those defined in the circular of the Company dated 14 August 2020.
12. The description of the proposed resolutions in the table is by way of summary only. The full text appears in the notice of the Meeting.