China ITS (Holdings) Co., Ltd. — Proxy Solicitation & Information Statement 2011

Apr 20, 2011

==> picture [60 x 51] intentionally omitted <==

==> picture [61 x 51] intentionally omitted <==

China ITS (Holdings) Co., Ltd. 中国智能交通系統（控股）有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 1900)

FORM OF PROXY FOR THE ANNUAL GENERAL MEETING TO BE HELD ON 26 MAY 2011 AND ANY ADJOURNMENT THEREOF

I/We (note 2) of being the registered holder(s) of ordinary shares of HK$0.0002 each (the “Shares”) in the capital of CHINA ITS (HOLDINGS) CO., LTD (the “Company”),HEREBY APPOINTthe chairman of the annual general meeting or (note 3) of or failing him/her of as my/our proxy/proxies to vote and act for me/us at the annual general meeting of the Company (the “Annual General Meeting”) (and at any adjournment thereof) to be held at 17 thFloor, West Tower, World Financial Center, Beijing, PRC on Thursday, 26 May 2011 at 10 a.m. in respect of the resolution listed in the notice of the Annual General Meeting as indicated hereunder, with or without any amendment. Failure to complete the boxes will entitle my/our proxy/proxies to vote or abstain at his/her discretion.	I/We (note 2) of being the registered holder(s) of ordinary shares of HK$0.0002 each (the “Shares”) in the capital of CHINA ITS (HOLDINGS) CO., LTD (the “Company”),HEREBY APPOINTthe chairman of the annual general meeting or (note 3) of or failing him/her of as my/our proxy/proxies to vote and act for me/us at the annual general meeting of the Company (the “Annual General Meeting”) (and at any adjournment thereof) to be held at 17 thFloor, West Tower, World Financial Center, Beijing, PRC on Thursday, 26 May 2011 at 10 a.m. in respect of the resolution listed in the notice of the Annual General Meeting as indicated hereunder, with or without any amendment. Failure to complete the boxes will entitle my/our proxy/proxies to vote or abstain at his/her discretion.	)
	RESOLUTIONS			FOR (note 4)	AGAINST (note 4)
	ORDINARY RESOLUTIONS
1.	To receive, consider and approve the audited f nancial statements and the reports of directors and auditors of the Company and its subsidiaries for the year ended 31 December 2010.
2.	(a) To re-elect Mr. PAN Jianguo as director and authorise the board of directors of the Companyto f x his remuneration.
	(b) To re-elect Mr. LU Xiao as director and authorise the board of directors of the Companyto f x his remuneration.
	(c) To re-elect Mr. CHOI Onward as director and authorise the board of directors of the Companyto f x his remuneration.
3.	To re-appoint Ernst & Young as the auditors and authorise the board of directors of the Companyto f x their remuneration.
4A.	Ordinary resolution No. 4A set out in the notice of Annual General Meeting (to give general mandate to the directors to repurchase shares in the Company not exceeding10% of the issued share capital of the Company).
4B.	Ordinary resolution No. 4B set out in the notice of Annual General Meeting (to give a general mandate to the director to allot, issue and deal with additional shares not exceeding20% of the issued share capital of the Company).
4C.	Ordinary resolution No. 4C set out in the notice of Annual General Meeting (to give a general mandate to extend the general mandate to the directors to allot, issue and deal with additional shares in the Company to include the nominal amount of shares repurchased under resolution No. 4A, if passed).

(note 5) Signature :

Date:

Notes:

1. Please insert the number of shares in the Company registered in your name(s) to which this proxy form relates. Failure to fi ll in the aforesaid number of shares will result in this form of proxy being deemed to relate to all the shares in the Company registered in your name(s).

2. Full name(s) and address(es) must be inserted in BLOCK CAPITALS . The names of all joint holders should be stated.

3. If any proxy other than the Chairman is preferred, strike out “THE CHAIRMAN OF THE ANNUAL GENERAL MEETING or” herein inserted and insert the name and address of the proxy desired in the space provided. A shareholder is entitled to appoint one or more proxies to attend and vote at the Annual General Meeting. The proxy or proxies need not be a member of the Company. 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 the resolutions, please tick the appropriate boxes marked “For”. If you wish to vote against any resolutions, please tick the appropriate boxes marked “Against”. Failure to complete any or all boxes will entitle your proxy to cash his/her votes at his/her discretion. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the Annual General Meeting other than those referred to in the notice convening the Annual General Meeting.

5. This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of corporation, must be either under its common seal or under the hand of an offi cer or attorney duly authorised.

6. In the 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 the 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. To be valid, this form of proxy, together with the power of attorney (if any) or other authority (if any) under which it is signed or a notarially certifi ed copy thereof, must be deposited at the Company’s branch share registrar in Hong Kong, Union Registrars Limited at 18th Floor, Fook Lee Commercial Centre, Town Place, 33 Lockhart Road, Wanchai, Hong Kong not less than 48 hours before the commencement of the Annual General Meeting or any adjournment thereof (as the case may be).

8. Completion and delivery of this form of proxy will not preclude you from attending and voting at the Annual General Meeting or any adjournment thereof if you so wish. In such event, this form of proxy will be deemed to be revoked.

9. The proxy need not be a member of the Company but must attend the Annual General Meeting in person to represent you.