KINGDEE INTERNATIONAL SOFTWARE GROUP COMPANY LIMITED

金蝶國際軟件集團有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 268) FORM OF PROXY Annual General Meeting ("Meeting") - 10th May 2017

I/We (note 1) of being the registered holder(s) of (note 2) shares of HK$0.025 each in the capital of Kingdee International Software Group Company Limited (the "Company") hereby appoint (note 3)

of or the Chairman of the Meeting as my/our proxy/proxies to attend, act and vote for me/us and on my/our behalf at the Meeting of the Company to be held at Kingdee Software Park, No. 2 Kejinan 12 Road, South District, High-Tech Industrial Park, Nanshan District, Shenzhen, Guangdong Province, the People's Republic of China at 09:30 a.m. on Wednesday, 10 May 2017 and at any adjournment thereof and to vote on my/our behalf, in respect of the resolutions set out in the notice of the Meeting as directed below:

Ordinary Resolutions

For

(note 4)

Against

(note 4)

1.

To receive and adopt the audited consolidated accounts and the reports of the directors of the Company (the "Directors") and auditors of the Company for the year ended 31 December 2016.

2(A).

To re-elect Ms. Dong Ming Zhu as non-executive Director;

2(B).

To re-elect Mr. Chen Zhang as a non-executive Director;

2(C).

To re-elect Mr. Wu Cheng as an independent non-executive Director;

3.

To authorize the board of Directors (the "Board") to fix the remuneration of the Directors.

4.

To re-appoint PricewaterhouseCoopers, the retiring auditors of the Company, as the auditors of the Company and to authorize the Board to fix their remuneration.

5(A).

To give a general mandate to the Directors to issue and allot additional shares not exceeding 20% of the total number of shares of the Company (the "Shares") in issue.

5(B).

To give a general mandate to the Directors to repurchase the Company's own shares not exceeding 10% of the total number of Shares in issue.

5(C).

Conditional upon ordinary resolutions 5(A) and 5(B) being passed, to extend the general mandate to the Directors to issue and allot additional Shares by the number of Shares repurchased by the Company under the mandate referred to in Resolution numbered 5(B) above.

Dated this day of 2017 Signature(s) (note 5)

Shareholder(s)

Notes:

  1. Full name(s) and address 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 in the capital of the Company registered in your name(s).

  3. A proxy need not be a member of the Company. A member is entitled to appoint a proxy/proxies to attend and, in the event of a poll, vote in his stead. If such an appointment is made, you may delete the words "or the Chairman of the Meeting" and insert the name and address of the person appointed as proxy in the space provided. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON(S) WHO SIGN(S) IT.

  4. PLEASE INDICATE WITH a tick "j" in the appropriate space beside each item how you wish the proxy to vote on your behalf on a poll. If this form is returned duly signed, but without any such indication, the proxy will 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 of the Meeting.

  5. This form of proxy must be signed by you or your attorney duly authorized in writing or, in the case of a corporation, must be under its common seal or under the hand of an officer or attorney duly authorized.

  6. In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy or by representative, will be accepted to the exclusion of the votes of the other joint holder(s). For this purpose, seniority is determined by the order in which the names stand in the Register of Members in respect of the joint holding.

  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 materially certified copy of that power or authority, must be deposited with 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, Wanchai, Hong Kong not less than 48 hours before the time for holding the Meeting or any adjournment thereof.

  8. Completion and delivery of the form of proxy will not preclude you from attending and voting at the Meeting if you so wish.

  9. The register of members of the Company will be closed from 5 May 2017 (Friday) to 10 May 2017 (Wednesday) (both days inclusive), during such period no transfer of Shares will be effected. All transfer documents accompanied by the relevant share certificates must be lodged with the Company's branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited at Room 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not later than 4:30 p.m. on 4 May 2017(Thursday).

Kingdee International Software Group Co. Ltd. published this content on 03 April 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 03 April 2017 13:21:08 UTC.

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