CAI Corp — Proxy Solicitation & Information Statement 2016

Apr 21, 2016

CHINA NEW ECONOMY FUND LIMITED 中 國 新 經 濟 投 資 有 限 公 司

(an exempted company incorporated in the Cayman Islands with limited liability)

(Stock Code: 80)

FORM OF PROXY FOR THE ANNUAL GENERAL MEETING TO BE HELD ON FRIDAY, 27 MAY 2016

I/We[(Note][1)]

of

being the registered holder(s) of[(Note][2)]

shares

in the issued share capital of China New Economy Fund Limited (the ‘‘Company’’) hereby appoint the Chairman of the meeting[(Note][3)] or

of

as my/our proxy to attend, act and vote for me/us and on my/our behalf as directed below at the annual general meeting (the ‘‘AGM’’) of the Company for the year 2016 to be held at 5/F, Euro Trade Centre, 13–14 Connaught Road Central, Hong Kong on Friday, 27 May 2016 at 10:00 a.m. (and at any adjournment thereof).

Please tick (‘‘P’’) the appropriate boxes to indicate how you wish your vote(s) to be cast[(Note][4)] .

	ORDINARY RESOLUTIONS	FOR	AGAINST
1.	To receive, consider and adopt the audited financial statements and the
	reports of the directors and auditors of the Company for the year ended
	31 December 2015.
2(a).	To re-elect Mr. Gu Xu as an executive Director.
2(b).	To re-elect Mr. Pun Tit Shan as an independent non-executive Director.
2(c).	To authorize the Board of Directors to fix the remuneration of the
	respective Directors.
3.	To re-appoint Ernst & Young as auditors of the Company and to
	authorize the Board of Directors to fix their remuneration.
4.	To give a general mandate to the Directors to issue, allot and deal with
	additional shares of the Company not exceeding 20% of the total number
	of issued shares of the Company as at the date of passing of this
	resolution.
5.	To give a general mandate to the Directors to repurchase shares of the
	Company not exceeding 10% of the total number of issued shares of the
	Company as at the date of passing of this resolution.
6.	To extend the general mandate granted to the Directors to issue, allot and
	deal with additional shares in the capital of the Company by the
	aggregate number of the shares repurchased by the Company.

Date: 2016 Signature(s)[(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). If more than one proxy is appointed, the number of shares in respect of which each such proxy so appointed must be specified.

3. If any proxy other than the Chairman of the meeting is preferred, please strike out the words ‘‘the Chairman of the meeting’’ and insert the name and address of the proxy desired in the space provided. Any shareholder of the Company, who is holder of two or more shares entitled to attend and vote at the AGM, is entitled to appoint more than one proxy to attend and on a poll, vote instead of him. A proxy need not be a shareholder of the Company. Every shareholder present in person or by proxy shall be entitled to one vote for each share held by him.

4. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, PLEASE TICK (‘‘P’’) THE BOX MARKED ‘‘FOR’’. IF YOU WISH TO VOTE AGAINST A RESOLUTION, PLEASE TICK (‘‘P’’) THE BOX MARKED ‘‘AGAINST’’. If no direction is given, your 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 AGM other than those referred to in the notice convening the AGM.

5. This form of proxy must be signed by you or your attorney duly authorized in writing. In case of a corporation, the same must be either under its common seal or under the hand of an officer or attorney so authorized. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

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

7. theIn orderCompanyto be’svalid,branchthisshareformregistrarof proxy,in HongtogetherKong,withComputersharethe power of attorneyHong Kongor otherInvestorauthorityServices(if any)Ltd.,underShopswhich1712–it1716,is signed17/F,orHopewella certifiedCentre,copy 183thereof,Queenmust’s Roadbe depositedEast, Wanat Chai, Hong Kong not less than 48 hours before the time appointed for holding the AGM or any adjournment thereof.

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