China ITS (Holdings) Co., Ltd. — Proxy Solicitation & Information Statement 2012

Feb 13, 2012

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

(incorporated in the Cayman Islands with limited liability)

(Stock code: 1900)

FORM OF PROXY FOR THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON 29 FEBRUARY 2012 AND ANY ADJOURNMENT THEREOF

I/We (note 2) of

ordinary shares of HK$0.0002

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 APPOINT the chairman of the extraordinary 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 extraordinary general meeting of the Company (the “ Extraordinary General Meeting ”) (and at any adjournment thereof) to be held on Wednesday, 29 February 2012 at 3 p.m. at 17th Floor, West Tower, World Financial Center, Beijing, PRC in respect of the resolution listed in the notice of the Extraordinary 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.

	RESOLUTIONSORDINARY RESOLUTIONS	FOR	(note 4)	AGAINST	(note 4)
(1)	“THAT the grant of an option to Mr. Lu Xiao to subscribe for 6,959,432 shares of the
	Company under the share option scheme adopted by the Company on 18 June 2010 on the
	terms set out in the circular issued by the Company on 13 February 2012 be and is hereby
	approved, ratif ed and conf rmed and that the directors of the Company be authorized to take
	all such steps as maybe necessaryor desirable togive effect to thegrant.”
(2)	“THAT the grant of an option to Mr. Lv Xilin to subscribe for 6,402,677 shares of the
	Company under the share option scheme adopted by the Company on 18 June 2010 on the
	terms set out in the circular issued by the Company on 13 February 2012 be and is hereby
	approved, ratif ed and conf rmed and that the directors of the Company be authorized to take
	all such steps as maybe necessaryor desirable togive effect to thegrant.”
(3)	“THAT the grant of an option to Mr. Liao Jie to subscribe for 40,735,874 shares of the
	Company under the share option scheme adopted by the Company on 18 June 2010 on the
	terms set out in the circular issued by the Company on 13 February 2012 be and is hereby
	approved, ratif ed and conf rmed and that the directors of the Company be authorized to take
	all such steps as maybe necessaryor desirable togive effect to thegrant.”
(4)	“THAT subject to and conditional upon the Listing Committee of The Stock Exchange of
	Hong Kong Limited granting the listing of, and permission to deal in, the shares with a
	nominal value of HK$0.0002 each in the capital of the Company to be issued pursuant to
	the exercise of options which may be granted under the share option scheme adopted by
	the Company on 18 June 2010 (the “Share Option Scheme”) and any other share option
	scheme(s)as mayfrom time to time be adopted bythe Company:
	a) approval be granted for the refreshment of the general limit in respect of the grant of
	options to subscribe for shares of the Company under the Share Option Scheme and
	any other share option scheme(s) of the Company provided that (i) the total number
	of shares in respect of which options may be granted under the Share Option Scheme
	and any other share option scheme(s) of the Company shall not exceed 10% of the total
	number of shares of the Company in issue at the date of passing this resolution; and (ii)
	options previously granted under the Share Option Scheme (including those outstanding,
	cancelled, lapsed in accordance with the terms of the Share Option Scheme or exercised
	options and those options referred to in resolutions (1) to (3) as set out in the notice
	convening this meeting provided that such resolutions have been passed) will not be
	counted for thepurpose of calculatingthe 10% refreshed limit;and
	b) the directors of the Company be authorised to offer or grant options pursuant to the
	Share Option Scheme and any other share option scheme(s) of the Company within
	the 10% refreshed limit and to exercise all powers of the Company to allot and issue
	shares upon the exercise of such options.

Signature (note 5) : Notes:

Date:

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 EXTRAORDINARY 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 Extraordinary 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 Extraordinary General Meeting other than those referred to in the notice convening the Extraordinary 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 Extraordinary 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 Extraordinary 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 Extraordinary General Meeting in person to represent you.