CHANGYOU ALLIANCE GROUP LIMITED (Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1039) PROXY FORM FOR EXTRAORDINARY GENERAL MEETINGI/We (Note 1) of being the registered holder(s) of share(s) (Note 2) of US$0.01 each (the "Share") in the issued share capital of CHANGFENG AXLE (CHINA) COMPANY LIMITED (the "Company") hereby appoint the Chairman of the extraordinary general meeting of the Company (the "Meeting") or (Note 3)
of
as my/our proxy to attend and vote for me/us and on my/our behalf at the Meeting to be held at Suites 903-905, 9th Floor, Shui On Centre, 6-8
Harbour Road, Wanchai, Hong Kong, on Tuesday, 10 March 2015 at 2 p.m. (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. Words and expressions herein shall bear the same meaning as those defined in the circular dated 17 February 2015 published by the Company.
RESOLUTIONS | FOR (Note 4) | AGAINST (Note 4) |
1. | "THAT (a) the Subscription Agreement entered into between the Company and Century East, a copy of which has been produced to the EGM and marked "A" and initialed by the chairman of the EGM for the purpose of identification, pursuant to which the Company has conditionally agreed to allot and issue, and Century East has conditionally agreed to subscribe for, the Subscription Shares at the Subscription Price of HK$0.33 per Share and all transactions contemplated thereunder, including but not limited to the grant to the Loan to the Target Company on the terms set out in the Subscription Agreement, be and are hereby approved, confirmed and ratified; (b) the grant of the Specific Mandate to the Directors to exercise the powers of the Company to allot and issue the Subscription Shares at the Subscription Price be and is hereby approved, and any one Director be and is authorized to do all such further acts and things and to sign and execute all such documents and to take all such steps which in his opinion may be necessary, appropriate, desirable or expedient to implement and/or give effect to any matter relating to or incidental to the Specific Mandate; and (c) any one director of the Company be and is hereby authorised to do all such further acts and things and to sign and execute all such documents and to take all such steps which in his opinion may be necessary, appropriate, desirable or expedient to implement and/or give effect to the Subscription Agreement and the transactions contemplated thereunder, including but not limited to approving and entering into an agreement in respect of the Loan." | |
2. | "THAT (a) the Acquisition Agreement entered into between the Company and Century East, a copy of which has been produced to the EGM and marked "B" and initialed by the chairman of the EGM for the purpose of identification, pursuant to which Century East conditionally agreed to sell and the Company conditionally agreed to purchase the Sale Shares at the consideration of US$5,200,000 and all transactions contemplated thereunder be and are hereby approved, confirmed and ratified; (b) the grant of the Specific Mandate to the Directors to exercise the powers of the Company to allot and issue the Consideration Shares at the Issue Price of HK$0.33 per Share be and is hereby approved, and any one Director be and is authorized to do all such further acts and things and to sign and execute all such documents and to take all such steps which in his opinion may be necessary, appropriate, desirable or expedient to implement and/or give effect to any matter relating to or incidental to the Specific Mandate; and (c) any one director of the Company be and is hereby authorised to do all such further acts and things and to sign and execute all such documents and to take all such steps which in his opinion may be necessary, appropriate, desirable or expedient to implement and/or give effect to the Acquisition Agreement and the transactions contemplated thereunder." |
RESOLUTIONS | FOR (Note 4) | AGAINST (Note 4) |
3. | "THAT subject to and conditional upon the passing of resolutions numbered 1 and 2 above, the Whitewash Waiver granted or to be granted by the Executive be and is hereby approved and any one Director be and is hereby authorised to do all such further acts and things and to sign and execute all such documents and to take all such steps which in his opinion may be necessary, appropriate, desirable or expedient to implement and/or give effects to any matters relating to or incidental to the Whitewash Waiver." | |
4. | "THAT, subject to and conditional upon the passing of resolutions numbered 1, 2 and 3 above, the appointment of Mr. Cheng Jerome as an executive Director with effect from the Subscription Completion be and is hereby approved." | |
5. | "THAT, subject to and conditional upon the passing of resolutions numbered 1, 2 and 3 above, the appointment of Mr. Yuan Weitao as an executive Director with effect from the Subscription Completion be and is hereby approved." | |
6. | "THAT, subject to and conditional upon the passing of resolutions numbered 1, 2 and 3 above, the appointment of Mrs. Guo Yan as a non-executive Director with effect from the Subscription Completion be and is hereby approved." | |
7. | "THAT, subject to and conditional upon the passing of resolutions numbered 1, 2 and 3 above, the appointment of Mr. Feng Xiaohui as a non-executive Director with effect from the Subscription Completion be and is hereby approved." |
Date: Signed: (Note 5)
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 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 issued share capital of the Company registered in your name(s).
3. If any proxy other than the Chairman of the meeting is preferred, delete "the Chairman of the extraordinary general meeting of the Company (the "Meeting")" and insert the name and address of the desired proxy in the space provided. (ANY ALTERATION MADE TO THIS PROXY FORM MUST BE INITIALED BY THE PERSON WHO SIGNS IT.)
4. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, TICK THE APPROPRIATE BOX MARKED "FOR". IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, TICK THE BOX MARKED "AGAINST". Failure to tick a box will entitle your proxy to cast your vote or 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 the case of a corporation, must be either executed under its common seal or under the hand of an officer or attorney or other person duly authorised.
6. In the case of joint registered holders, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint registered holder(s) and for this purpose seniority shall be determined by the order in which the names stand in the register of members in respect of the joint holding, the first named being the senior.
7. In order 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 such power of attorney or authority, must be deposited at the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof.
8. The proxy need not be a member of the Company but must attend the meeting in person to represent you.
9. Completion and return of this form of proxy will not preclude you from attending and voting in person at the meeting if you so wish, in which case this form of proxy shall be deemed to be revoked.
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