Chanjet Information Technology Company Limited — Proxy Solicitation & Information Statement 2016

Nov 11, 2016

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暢捷通信息技術股份有限公司 CHANJET INFORMATION TECHNOLOGY COMPANY LIMITED*

(A joint stock company incorporated in the People’s Republic of China with limited liability)

(Stock code: 1588)

FORM OF PROXY FOR THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON FRIDAY, 30 DECEMBER 2016

The number and type of Shares relating to this proxy form [(Note 1)]

I/We [(Note 2)] of

being the registered holder(s) of a total of H Share(s)/domestic share(s) [(Note 3)] of RMB1.00 each in the capital of Chanjet Information Technology Company Limited (the “ Company ”), hereby appoint THE CHAIRMAN OF THE EGM [(Note 4)] , or of

as my/our proxy to attend and act for me/us and on my/our behalf at the extraordinary general meeting of the Company to be held at Meeting Room E103, Building 8, Central District of Yonyou Industrial Park (Beijing), 68 Beiqing Road, Haidian District, Beijing, the People’s Republic of China (the “ PRC ”) at 2:00 p.m. on Friday, 30 December 2016 (the “ EGM ”) or any adjournment thereof, for the purposes of considering and, if thought fit, passing the resolutions as set out in the notice convening the meeting and at the EGM, and any adjournment thereof, to vote for me/us and in my/our name(s) in respect of the resolutions as indicated below [(Note 5)] .

		AS ORDINARY RESOLUTIONS	For(Note 5)	Against(Note 5)	Abstain(Note 5)
1.	(a)	the Disposal Agreement entered into by the Company and Yonyou
		on 21 October 2016, copies of which have been produced to the
		EGM and marked “A” and initiated by the chairman of the EGM
		for identification purpose, and the transactions contemplated
		thereunder and the implementation thereof be and are hereby
		confirmed, approved, authorized and ratified; and the Board and/
		or any other person(s) from the management of the Company
		who is/are authorized by the Board from time to time be and are
		hereby authorized to make the necessary variations, revisions
		and/or amendments as required by the relevant governmental and
		regulatory authorities to the legal documents in connection with
		the transactions contemplated under the Disposal Agreement,
		except for such variations, revisions and/or amendments where the
		approval from the Shareholders is required pursuant to the relevant
		laws, regulations and regulatory rules; and
	(b)	the Capital Increase Agreement entered into by the Company,
		Yonyou and Chanjet Payment on 21 October 2016, copies of which
		have been produced to the EGM and marked “B” and initiated
		by the chairman of the EGM for identification purpose, and the
		transactions contemplated thereunder and the implementation
		thereof be and are hereby confirmed, approved, authorized and
		ratified; the Board and/or any other person(s) from the management
		of the Company who is/are authorized by the Board from time
		to time be and are hereby authorized to make the necessary
		variations, revisions and/or amendments as required by the relevant
		governmental and regulatory authorities to the legal documents in
		connection with the transactions contemplated under the Capital
		Increase Agreement, except for such variations, revisions and/or
		amendments where the approval from the Shareholders is required
		pursuant to the relevant laws, regulations and regulatory rules.

* For identification purposes only

		AS ORDINARY RESOLUTIONS	For(Note 5)	Against(Note 5)	Abstain(Note 5)
	2.	the Supplemental Non-Competition Agreement entered into by Yonyou,
		Mr. Wang Wenjing and the Company on 21 October 2016 to amend the
		Non-Competition Agreement dated 17 February 2014, copies of which
		have been produced to the EGM and marked “C” and initiated by the
		chairman of the EGM for identification purpose, and the transactions
		contemplated thereunder and the implementation thereof be and is hereby
		confirmed, approved, authorized and ratified.
	3.	the Amended Confirmation issued by Yonyou in favour of the Company
		on 21 October 2016 to amend the Confirmation dated 11 April 2014,
		copies of which have been produced to the EGM and marked “D” and
		initiated by the chairman of the EGM for identification purpose, and the
		transactions contemplated thereunder and the implementation thereof be
		and is hereby confirmed, approved, authorized and ratified.
Date:		2016	Signature(s)(Note 6):

Notes:

1. Please insert the number and type of share(s) registered in your name(s) relating to this form of proxy. If no number is inserted, this form of proxy will be deemed to relate to all of the shares in the capital of the Company registered in your name(s).

2. Please insert the full name(s) and address(es) (as shown in the register of members) in BLOCK LETTERS .

3. Please insert the number of shares registered in your name(s) and delete as appropriate.

4. If any proxy other than the Chairman of the EGM is preferred, strike out the words “ THE CHAIRMAN OF THE EGM ” and insert the name and address of the proxy desired in the space provided. A shareholder entitled to attend and vote at the EGM may appoint one or more proxies to attend and vote in his stead. A proxy need not be a shareholder of the Company but must attend the EGM in person to represent you. ANY ALTERATION MADE TO THIS PROXY FORM MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

5. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, TICK IN THE BOX MARKED “FOR” OR WRITE THE NUMBER OF VOTES THAT YOU WISH TO VOTE FOR. IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, TICK IN THE BOX MARKED “AGAINST” OR WRITE THE NUMBER OF VOTES THAT YOU WISH TO AGAINST. IF YOU WISH TO ABSTAIN FROM VOTING ON ANY RESOLUTION, PLEASE TICK IN THE BOX MARKED “ABSTAIN” OR WRITE THE NUMBER OF VOTES THAT YOU WISH TO ABSTAIN FROM VOTING, AND YOUR VOTING WILL BE COUNTED IN THE TOTAL NUMBER OF VOTES CAST IN THAT RESOLUTION FOR THE PURPOSE OF CALCULATING THE RESULT OF THAT RESOLUTION.

If no direction is given, your proxy may vote or abstain at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the EGM other than those referred to in the notice convening the EGM. Any invalid vote or any waiver to vote shall be disregarded as voting rights for the purpose of calculating the result of that resolution.

1. This proxy form must be signed by you or your attorney duly authorised in writing. In the case of a corporation, the same must be either under its common seal or under the hand of an officer, attorney or other person duly authorised to sign the same. If the proxy form is signed by an attorney of the shareholder, the power of attorney authorising that attorney to sign or other document(s) of authorisation must be notarized.

2. In case of joint holders of any share, any one of such joint holders may vote at the EGM, either personally or by proxy, in respect of such shares as if he is solely entitled thereto. However, if more than one of such joint holders are present at the EGM, personally or by proxy, the vote of the joint holder whose name stands first in the register of members and who tenders a vote, whether personally or by proxy, will be accepted to the exclusion of the votes of other joint holder(s).

3. In order to be valid, the proxy form together with the power of attorney or other document(s) of authorisation (if any) must be deposited with, (i) in the case of holders of domestic shares, the Board Office of the Company in the PRC at Unit D, Building 20, Yonyou Industrial Park (Beijing), 68 Beiqing Road, Haidian District, Beijing, the PRC; or (ii) in the case of holders of H shares, Computershare Hong Kong Investor Services Limited, the H share registrar and transfer office of the Company in Hong Kong, at 17M Floor, Hopewell Centre, 183 Queens Road East, Wanchai, Hong Kong, not less than 24 hours before the time fixed for holding the EGM or any adjournment thereof, as the case may be. Completion and return of a proxy form will not preclude a shareholder from attending and voting in person at the EGM if he so wishes.

4. Shareholders or their proxies attending the EGM shall produce their identity documents.