Sino Ocean : Form of Proxy for Annual General Meeting on 18 May 2017

FORM OF PROXY FOR ANNUAL GENERAL MEETING ON 18 MAY 2017

I/We (Note 1) of being the registered holder(s) of (Note 2) shares of Sino-Ocean Group Holding Limited (the ''Company''), HEREBY APPOINT (Note 3)

of OR FAILING HIM, the CHAIRMAN OF THE MEETING as my/our proxy to attend and act for me/us at the annual general meeting of the Company (the ''AGM'') to be held at Workshop 2-4, 3rd Floor, EAST Beijing, No. 22 Jiuxianqiao Road, Chaoyang District, Beijing, PRC, on Thursday, 18 May 2017 at 10: 00 a.m. or at any adjournment thereof, to vote for me/us and in my/our name(s) in respect of the resolutions as set out in the notice of AGM of the Company (the ''AGM Notice'') as hereunder indicated, or if no such indication is given, as my/our proxy thinks fit.

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 the auditor for the financial year ended 31 December 2016.
2.	To declare a final dividend for the year ended 31 December 2016.
3(A).	To re-elect Mr. Li Hongbo as executive director and authorize the board of directors of the Company to affix his remuneration.
3(B).	To re-elect Mr. Zhao Lijun as non-executive director and authorise the board of directors of the Company to affix his remuneration.
3(C).	To re-elect Mr. Yao Dafeng as non-executive director and authorise the board of directors of the Company to affix his remuneration.
3(D).	To re-elect Mr. Fang Jun as non-executive director and authorise the board of directors of the Company to affix his remuneration.
3(E).	To re-elect Ms. Shangguan Qing as non-executive director and authorise the board of directors of the Company to affix her remuneration.
3(F).	To re-elect Mr. Wang Zhifeng as independent non-executive director and authorise the board of directors of the Company to affix his remuneration.
4.	To re-appoint PricewaterhouseCoopers as auditor of the Company and authorise the board of directors of the Company to fix their remuneration.
5(A).	Ordinary resolution as set out in item 5(A) of the AGM Notice (To grant a general mandate to the directors to issue shares of the Company).
5(B).	Ordinary resolution as set out in item 5(B) of the AGM Notice (To grant a general mandate to the directors to repurchase shares of the Company).
5(C).	Ordinary resolution as set out in item 5(C) of the AGM Notice (To extend the general mandate to the directors to issue shares of the Company).

Dated this day of 2017 Signature (Note 5):

Notes:

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

2. Please insert the number of shares 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. Please insert the full name(s) and address(es) of the proxy desired. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE AGM WILL ACT AS YOUR PROXY. A proxy need not be a member of the Company but must attend the meeting in person to represent you. A member entitled to attend and vote at the AGM is entitled to appoint one or more proxies to attend and vote in his stead. If you appoint more than one proxy, such proxies may only exercise the voting rights by way of poll.

4. IMPORTANT: If you wish to vote for any resolution, please tick in the appropriate box marked ''For''. If you wish to vote against any resolution, please tick in the appropriate box marked ''Against''. Failure to tick a box will entitle your proxy to cast your vote in respect of such resolution 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 AGM Notice.

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

6. The full descriptions of the resolutions proposed to be considered and approved at the AGM are set out in the AGM Notice dated 12 April 2017, which is also available at the Company's website at www.sinooceangroup.com.

7. In the case of joint holders of any share, any one of such holders may vote at the meeting, either personally or by proxy, in respect of such share as if he were solely entitled thereto. However, if more than one of such joint holders is present at the meeting, personally or by proxy, the vote of the joint holder whose name stands first in the register of members of the Company and who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holder(s).

8. 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 notarially certified copy of that power or authority, must be deposited with the Company's share registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting or any adjournment thereof if you so wish and in such event, the instrument appointing a proxy shall be deemed to be revoked.

9. Any alteration made to this form of proxy must be initialed by the person who signs it.