China In-Tech Limited — Proxy Solicitation & Information Statement 2024

Jul 31, 2024

中國智能科技有限公司 CHINA IN-TECH LIMITED

(formerly known as China Overseas Nuoxin International Holdings Limited 中國海外諾信國際控股有限公司 ) (incorporated in Cayman Islands with limited liability)

(Stock Code: 00464)

PROXY FORM

Form of proxy for the Annual General Meeting of China In-Tech Limited (the ‘‘Company’’) to be held at Unit 3202, 32/F, 9 Queen’s Road Central, Central, Hong Kong on Tuesday, 3 September 2024 at 3:00 p.m. or at any adjournment thereof (the ‘‘AGM’’) I/We[1]

I/We1
of
being the registered holder(s) of2 shares of HK$0.001 each
in the issued share capital of the Company, hereby appoint3
of
or4 the	Chairman of the AGM, as my/our proxy to attend and act on my/our behalf at the AGM (and at any adjournment thereof) to vote for me/us in my/our
name(s) in respect of the resolutions set out in the notice of the AGM (with or without amendments) as hereunder indicated.
	ORDINARY RESOLUTIONS FOR5 AGAINST5
1.	To receive and adopt the audited consolidated financial statements and the reports of the directors and auditors for
	the year ended 31 March 2024.
2.	(a) To re-elect Mr. Zhang Huijun as executive Director.
	(b) To re-elect Mr. Zhou Li Yang as executive Director.
	(c) To re-elect Mr. Zhang Jiayou as independent non-executive Director.
	(d) To re-elect Mr. Ma Yu-heng as independent non-executive Director.
3.	To authorize the board (the ‘‘Board’’) of directors (the ‘‘Directors’’) of the Company to fix the remuneration of the
	Directors.
4.	To re-appoint ZHONGHUI ANDA CPA Limited as the auditors of the Company for the year ending 31 March 2025
	and to authorize the Board to fix their remuneration.
5.(A)	To grant a general mandate to the Directors to allot, issue and deal with additional shares of the Company
	(including any sale or transfer of treasury shares out of treasury) not exceeding 20% of the aggregate number of
	shares of the Company in issue (excluding any treasury shares). (Ordinary Resolution No. 5. (A) of the notice of the
	AGM).
5.(B)	To grant a general mandate to the Directors to repurchase shares of the Company not exceeding 10% of the
	aggregate number of shares of the Company in issue (excluding any treasury shares). (Ordinary Resolution No. 5.
	(B) of the notice of the AGM).
5.(C)	To extend the general mandate granted to the Directors to allot, issue and deal with additional shares in the capital
	of the Company by the aggregate number of shares repurchased by the Company. (Ordinary Resolution No. 5. (C)
	of the notice of the AGM).
Dated this day of, 2024. Signature(s)6:
Notes:
1.	Full name(s) and address(es) to be inserted in BLOCK CAPITALS.
2.	Please insert the number of shares of HK$0.001 each in the issued share capital of the Company registered in your name(s) and to which this form of proxy
	relates. 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 member entitled to attend and vote at the AGM is entitled to appoint a proxy to attend and vote on his behalf. A proxy need not be a member of the Company,
	but must attend the AGM in person to represent you.
4.	If any proxy other than the Chairman of the AGM is preferred, strike out the words ‘‘the Chairman of the AGM’’ and insert the name and address of the proxy
	desired in the space provided. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE AGM WILL ACT AS YOUR PROXY. ANY ALTERATION
	MADE TO THIS FORM OF PROXY MUST BE INITIATED BY THE PERSON WHO SIGNS IT.

1. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTIONS, PLEASE TICK (P) THE APPROPRIATE BOXES MARKED ‘‘FOR’’. IF YOU WISH TO VOTE AGAINST THE RESOLUTIONS, PLEASE TICK (P) THE APPROPRIATE BOXES MARKED ‘‘AGAINST’’. Failure to complete any or all the boxes will entitle your proxy to cast his votes at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the AGM other those referred to in the notice convening the AGM.

2. This form of proxy must be signed by the appointer or his attorney duly authorized in writing, or, if the appointer is a corporation, the form of proxy must be executed under its common seal or under the hand of an officer of the corporation or attorney duly authorized in that behalf.

3. HongTo be Kongvalid, branchthis formshareof proxyregistrarandofthethepowerCompany,of attorney,Computershareor other authorityHong Kong(if Investorany) underServiceswhichLimitedit is signedat 17M(or aFloor,certifiedHopewellcopy thereof)Centre, must183 Queenbe deposited’s RoadatEast,the Wan Chai, Hong Kong not less than 48 hours before the time for holding the AGM or any adjourned meeting.

4. Completion and return of this form of proxy will not preclude the appointer from attending and voting at the AGM or any adjournment thereof. In that event this form of proxy will be deemed to be revoked.

5. In the case of joint holders of a share, the vote of the person, whether attending in person or by proxy, whose name stands first on the Register of Members of the Company in respect of such share shall be accepted to the exclusion of the vote(s) of the other joint holder(s).