Jinmao China Hotel Investments and Management : PINK COMBINED FORM OF PROXY FOR THE UNITHOLDERS MEETING AND THE COURT MEETING OF SCHEME PREFERENCE SHAREHOLDERS

Jinmao Hotel

金 茂 酒店

(As constituted pursuant to a deed of trust on 13 June 2014 under the laws of Hong Kong,

the trustee of which is Jinmao (China) Investments Manager Limited)

and

Jinmao (China) Hotel Investments and Management Limited

金茂(中 國 )酒店投 資 管 理 有 限 公 司

(Registered in the Cayman Islands with limited liability)

Stock code: 06139

PINK COMBINED FORM OF PROXY

FOR THE UNITHOLDERS MEETING AND

THE COURT MEETING OF SCHEME PREFERENCE SHAREHOLDERS

I/We(Note 1) of(Note 1)

of

as my/our proxy to attend, act and vote for me/us and on my/our behalf at the meetings (the "Meetings") of (i) the unitholders of the Trust, and

1. the preference shareholders of the Company to be held at Salon I-IV, Mezzanine Floor, Grand Hyatt Hong Kong, 1 Harbour Road, Wanchai, Hong Kong on 10 September 2020 at 10:00 a.m. and 11:30 a.m. respectively and at any adjournment thereof for the purpose of considering and, if thought fit, approving (with or without modification(s)) the Proposal (including the scheme of arrangement dated 17 August 2020 (the "Scheme") between the Company and the holders of Scheme Shares (as defined in the Scheme) as referred to in the notices dated 17 August 2020 convening the Meetings (the "Notices")), and at such Meetings (or at any adjournment thereof) to vote for me/us and in my/our name(s) for the Proposal (including the Scheme) (either with or without modification(s), as my/our proxy may approve) or against the Proposal (including the Scheme) as hereunder indicated, and if no such indication is given, as my/our proxy thinks fit.

Note: Unless otherwise specified, the terms used in this form of proxy shall have the same meanings as those defined in the composite scheme document dated 17 August 2020.

Contact Phone Number:

Notes:

1. Please insert the full name(s) and address(es) in BLOCK CAPITALS. The names of all joint registered holders should be stated.
2. Please insert the number of Preference Shares and Units registered in your name(s). If no number is inserted, this combined form of proxy will be deemed to relate to all the Preference Shares and Units registered in your name(s). If more than one proxy is appointed, the number of Preference Shares and Units in respect of which each such proxy so appointed must be specified.
3. If any proxy other than the Chairman of the Meetings is preferred, please strike out the words "the Chairman of the Meetings (as defined below)(Note 3) or" and insert the full name and address of the proxy desired in the space provided. Any holder of the Preference Shares and Units entitled to attend and vote at the Meetings is entitled to appoint one or more proxies to attend and vote on his/her behalf. A proxy need not be a holder of Preference Shares and Units, but must attend the Meetings (or any adjournment thereof) to represent you. ANY ALTERATION MADE TO THIS COMBINED FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.
4. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION, PLEASE TICK ("✔") IN THE BOX MARKED "FOR". IF YOU WISH TO VOTE AGAINST THE RESOLUTION, PLEASE TICK ("✔") IN THE BOX MARKED "AGAINST". If no direction is given, your proxy will vote or abstain at his/her discretion. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the Meetings other than those referred to in the notice convening the Meetings.
5. This Pink combined 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 common seal or under the hand of an officer or attorney so authorised. In the case of joint registered holders of Preference Shares and Units, any one of them may sign this combined form of proxy. The vote of the senior joint registered holder of Preference Shares and Units who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint registered holder(s) and for this purpose seniority will be determined by the order in which the names stand in the Share Stapled Units register in respect of the joint shareholding.
6. In order to be valid, this Pink combined form of proxy, together with the power of attorney or other authority (if any) under which it is signed or a certified copy thereof, in respect of the Meetings should be completed and signed in accordance with the instructions contained herein and should be lodged with Computershare Hong Kong Investor Services Limited, the Company's Hong Kong branch share registrar and transfer office at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, as soon as possible but in any event no later than 10:00 a.m. on 8 September 2020, or any adjournment thereof. This Pink combined form of proxy for use at the Meetings may be handed to the Chairman of the Unitholders Meeting at the Unitholders Meeting (who shall have absolute discretion whether or not to accept it). Completion and return of the relevant forms of proxy for the Meetings will not preclude a holder of Preference Shares and Units from attending the relevant meeting and voting in person. In such event, the relevant form of proxy returned will be deemed to have been revoked.
7. Completion and delivery of the combined form of proxy will not preclude you from attending and voting at the Meetings or any adjournment thereof if you so wish.
8. The combined form of proxy provided to holders of Preference Shares and Units for use at the Meetings, and the combined form of voting paper to be used at the Meetings, are, in each case, a composite form. The effect of completing a combined form of proxy or voting paper (as the case may be) indicating a vote either for or against the resolution to be proposed at the Meetings shall be the vote cast in respect of the relevant Preference Shares and Units and shall constitute:
9. 1. a vote of the units in the Trust (as component of the relevant Share Stapled Units) in respect of the resolution of unitholders of the Trust under the trust deed constituting the Trust;
   2. a vote of the preference shares of the Company (as component of the relevant Share Stapled Units) in respect of the resolution of shareholders of the Company under the Company's articles of association; and
   3. an instruction to the Trustee-Manager to vote the number of ordinary shares of the Company held by the Trustee-Manager (as component of the relevant Share Stapled Units) in respect of the resolution of shareholders of the Company under the Company's articles of association.
10. References to time and date in this combined form of proxy are to Hong Kong time and date.

PERSONAL INFORMATION COLLECTION STATEMENT

"Personal Data" in this statement has the same meaning as "personal data" in the Personal Data (Privacy) Ordinance, Chapter 486 of the Laws of Hong Kong ("PDPO"), which may include but not limited to your name, address and/or telephone number. Your Personal Data provided in this combined Form is on a voluntary basis, and the same is collected and will be disclosed or transferred to Computershare Hong Kong Investor Services Limited ("Share Stapled Units Registrar") and/or other companies or bodies solely for any of the purposes as stated above in this combined Form. The Personal Data will be retained for such period as may be necessary for verification and record purposes. You have the right to request access to and/or correction of your Personal Data in accordance with the provisions of the PDPO. Any such request for access to and/or correction of your Personal Data should be in writing to the Share Stapled Units Registrar of 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong.