GR Properties : PROXY FORM

GR PROPERTIES LIMITED

(Incorporated in Hong Kong with limited liability)

(Stock Code: 108)

PROXY FORM

Form of proxy for use by shareholders at the general meeting (the ''Meeting'') to be held on Monday, 21 October, 2019 at 10:30 a.m.

I/We (note a)

of

being the holder(s) of		(note b) ordinary shares of GR Properties Limited (the "Company")
hereby appoint the Chairman of the Meeting or
of

to act as my/our proxy (note c) at the Meeting to be held at Unit 1103-1106, China Building, 29 Queen's Road Central, Hong Kong on Monday, 21 October 2019 at 10:30 a.m. and at any adjournment thereof (as the case may be) and to vote on my/our behalf as directed below.

Please make a mark in the appropriate box to indicate how you wish your vote(s) to be cast on a poll (note d).

ORDINARY RESOLUTION

FOR

AGAINST

To approve the Agreement (as defined in the circular of the Company dated 30 September 2019) and the transactions contemplated thereunder as set out in the ordinary resolution under the notice of extraordinary general meeting of the Company dated 30 September 2019

The full text of the above resolution is set out in the notice of the Meeting dated 30 September 2019.

Dated the

day of

2019

Shareholder's signature

(notes e, f, g and h)

Notes:

1. Full name(s) and address(es) are 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 in the capital of the Company registered in your name(s).
3. A proxy needs not be a shareholder of the Company. If you wish to appoint a person other than the Chairman of the Meeting as your proxy, please delete the words ''the Chairman of the Meeting or'' and insert the name and address of the person appointed proxy in the spaces provided.
4. If you wish to vote for the resolution set out above, please tick (''✓'') the box marked ''For''. If you wish to vote against the resolution, please tick (''✓'') the box marked ''Against''. If this form is returned duly signed but without specific direction on the proposed resolution, the proxy will vote or abstain at his discretion in respect of the resolution. A proxy will also be entitled to vote at his discretion on any resolution properly put to the Meeting other than those set out in the notice convening the Meeting.
5. In the case of a joint holding, this form of proxy may be signed by any joint holder, but if more than one joint holder is present at the Meeting, whether in person or by proxy, that one of the joint holder whose name stands first on the register of members in respect of the relevant joint holding shall alone be entitled to vote in respect thereof.
6. The form of proxy must be signed by a shareholder, or his attorney duly authorised in writing, or if the shareholder is a corporation, either under its common seal or under the hand of an officer or attorney so authorised.
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 of such power or authority must be deposited at the office of the Company's share registrar, Tricor Standard Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time for holding the Meeting or any adjournment thereof, as the case may be.
8. Any alteration made to this form should be initialled by the person who signs the form.
9. Delivery of this form of proxy shall not preclude a shareholder from attending and voting in person at the Meeting or any adjournment thereof (as the case may be) and in such event, the form of proxy shall be deemed to be revoked.