China ITS (Holdings) Co., Ltd. — Proxy Solicitation & Information Statement 2018

Sep 6, 2018

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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 21 SEPTEMBER 2018 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 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 Friday, 21 September 2018 at 1:30 p.m. at Room VI, 6/F, Building 204, No. A10 Jiuxianqiao North Road, Chaoyang District, Beijing 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.

RESOLUTIONS FOR[(note][4)] AGAINST[(note][4)] ORDINARY RESOLUTIONS THAT the Supplemental Agreements (as defined in the circular of the Company dated 6 September 2018 (the ‘‘Circular’’)) and the transactions contemplated thereunder be and are hereby approved, confirmed and ratified; and the directors of the Company be and are hereby authorised to perform all such acts, deeds and things and execute all documents as they consider necessary or expedient to effect and implement the Supplemental Agreements (as defined in the Circular) and the transactions contemplated thereunder and the amendments thereto which are not material in the context of the Disposal as a whole and of administrative nature.

Signature[(note][5)] :

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 fill 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. IMPORTANTplease tick the: appropriateIf you wishboxesto votemarkedfor the‘‘resolutions,Against’’. Failureplease totickcompletethe appropriateany or allboxesboxesmarkedwill ‘‘entitleFor’’. yourIf youproxywish toto cashvote againsthis/her anyvotesresolutions,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 officer 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. TwoTocertifiedbeChinachemvalid,copythisthereof,Exchangeformmustof proxy,Square,be depositedtogether338 Kingatwiththe’s Road,Companythe powerNorth’s ofbranchPoint,attorneyHongshare(ifKongregistrarany)notorinlessotherHongthanauthorityKong,48 hoursUnion(ifbeforeany)Registrarsunderthe commencementwhichLimitedit atis Suitessignedof the3301orExtraordinarya–04,notarially33/F., 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 needs not be a member of the Company but must attend the Extraordinary General Meeting in person to represent you.