CHINA ZHENGTONG AUTO SERVICES HOLDINGS LIMITED (Incorporated under the laws of the Cayman Islands with limited liability)
(Stock code: 1728) FORM OF PROXY FOR THE 2015 ANNUAL GENERAL MEETINGI/We (Note 1), of , being the registered holder(s) of shares (Note 2) of HK$0.10 each (" Shar es ") in the share capital of China ZhengTong Auto Ser vices Holdings Limited (the "Company") HEREBY APPOINT (Note 3)
of or failing him, the Chairman of the Meeting as my/our proxy to attend and vote for me/us and on my/our behalf at the Annual General Meeting (the "Meeting") of the Company to be held at Victoria I, Level 2, Four Seasons Hotel Hong Kong, 8 Finance Street, Central, Hong Kong on Friday, 22
May 2015 at 11:00 a.m. (and 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.
Please make a mark in the appropriate boxes below to indicate how you wish your vote(s) to be cast on a poll (Note 4).
ORDINARY RESOLUTIONS | FOR | AGAINST |
1. | To receive and adopt the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors and of the independent auditor for the year ended 31 December 2014. | |
2. | To declare a final dividend for the year ended 31 December 2014. | |
3. | (a) To re-elect Mr. Wang Kunpeng as an executive director of the Company. | |
3. | (b) To re-elect Mr. Chen Tao as an executive director of the Company. | |
3. | (c) To re-elect Mr. Shao Yung Jun as an executive director of the Company. | |
4. | To authorise the board of directors to fix the remuneration of the directors of the Company. | |
5. | To re-appoint Messrs. KPMG as auditors and to authorise the board of Directors to fix their remuneration. | |
6. | To grant a general mandate to the Directors to repurchase shares. | |
7. | To grant a general mandate to the Directors to issue, allot and deal with unissued shares. | |
8. | To extend the general mandate granted to the Directors to issue unissued shares by adding the shares repurchased by the Company. |
Dated this day of 2015 Signed (Note 5)
Notes:
1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS. The names of all joint 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 capital of the Company registered in your name(s).
3. Full name and address of proxy to be inserted in BLOCK CAPITALS. If these are 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 ANY OF THE RESOLUTIONS, PLEASE TICK THE APPROPRIATE BOXES MARKED "FOR". IF YOU WISH TO VOTE AGAINST ANY OF THE RESOLUTIONS, TICK THE APPROPRIATE BOXES MARKED "AGAINST". Failure to tick a box will entitle your proxy to cast your vote(s) 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 executed either under its common seal or under the hand of an officer or attorney duly authorised.
6. In the case of joint holders of Shares, any one of such joint holders may vote, either in person or by proxy, in respect of such Shares as if it/he/she were solely entitled thereto, but if more than one of such joint holders are present at the above meeting, personally or by proxy, that one of the said persons so present whose name stands first in the register in respect of such Shares shall alone be entitled to vote in respect thereof.
7. 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 thereof, must be deposited at the Company's branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong not less than 48 hours before the time appointed for holding the Meeting or 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 delivery of this form of proxy will not preclude you from attending and voting in person at the Meeting if you so wish and, in such event, this form of proxy shall be deemed to be revoked.
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