Grand Baoxin Auto Group Limited — Proxy Solicitation & Information Statement 2017

Jun 11, 2017

Number of Shares to which this form of proxy relates (Note 1)

==> picture [75 x 76] intentionally omitted <==

GRAND BAOXIN AUTO GROUP LIMITED 廣 匯 寶 信 汽 車 集 團 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 1293)

FORM OF PROXY FOR THE EXTRAORDINARY GENERAL MEETING TO BE HELD AT NO. 3998 HONGXIN ROAD, MINHANG DISTRICT, SHANGHAI, THE PEOPLE’S REPUBLIC OF CHINA AT 10:30 A.M. ON 29 JUNE 2017

I/We (Note 2)

of

being the registered holder(s) in the share capital of Grand Baoxin Auto Group Limited (the ‘‘Company’’) HEREBY APPOINT (Note 3)

of

or failing him/her, the Chairman of the EGM

as my/our proxy to attend, act and vote on my/our behalf at the EGM to be held at No. 3998 Hongxin Road, Minhang District, Shanghai, the PRC at 10:30 a.m. on 29 June 2017 and at any adjournment thereof and to vote for me/us and in my/our name(s) in respect of such resolutions as indicated below and, if no such indication is given, at my/our proxy’s own discretion. In this form of proxy, unless the context otherwise requires, capitalised terms used herein shall have the same meanings as defined in the Company’s circular dated 12 June 2017 (the ‘‘Circular’’).

ORDINARY RESOLUTION

FOR (Note 4) AGAINST (Note 4)

• (1) THAT the Disposal Agreements be and are hereby approved and confirmed; and the Directors acting together or by committee, or any Director acting individually, be and is/are hereby authorised to do all such acts and things (including, without limitation, signing, execution (under hand or under seal), perfection and delivery of all documents) on behalf of the Company as he or they may, in his/their absolute discretion, consider necessary, desirable or expedient for the purposes of, or in connection with, the performance and implementation of the Disposal Agreements and any other documents relating thereto or contemplated thereby (in each case amended if necessary) and to make or agree to such alterations, amendments and additions thereto as the Director(s) may, in his/their absolute discretion, consider necessary, desirable or expedient in the interests of the Company.

Date:

day of 2017 Signature(s) (Note 5)

Notes:

1. Please insert the number of Shares registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all the Shares registered in your name(s). If more than one proxy is appointed, the number and class of Shares in respect of which each proxy so appointed must be specified.

2. Full name(s) and address(es) to be inserted in BLOCK CAPITALS as shown in the register of members of the Company.

3. Please insert the name and address of the proxy. If no name is inserted, the Chairman of the EGM will act as your proxy. Any Shareholder entitled to attend and vote at the EGM may appoint one or more proxies to attend and vote on his/her/its behalf. A proxy need not be a Shareholder but must attend the meeting in person to represent you.

4. Important: If you wish to vote for the resolution, tick in the appropriate box marked ‘‘FOR’’. If you wish to vote against the resolution, tick in the appropriate box marked ‘‘AGAINST’’. Failure to tick a box will entitle your proxy to cast your vote at his/her discretion. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the meeting other than referred to above.

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

6. Where there are joint registered holders, any one of such persons may vote at the meeting, either personally or by proxy, in respect of such Shares as if he/she were solely entitled thereto; but if more than one of such joint registered holders are present at the meeting personally or by proxy, then the registered holder so present whose name stands first on the register of members of the Company in respect of such Shares will alone be entitled to vote in respect thereof.

7. andIn orderlodgedto beat thevalid,branchthis formshareofregistrarproxy alongof thewithCompanythe powerin Hongof attorneyKong, Computershareor other authority,Hongif any,KongunderInvestorwhichServicesit is signedLimitedor aatnotarially17M Floor,certifiedHopewellcopyCentre,of such183powerQueenor ’authority,s Road East,mustWanchai,be completedHong Kong, not less 48 hours before the time fixed for holding the meeting or any adjournment meeting thereof. Completion and return of the form of proxy will not preclude you from attending the meeting and voting in person at the meeting or any adjournment thereof and, in such event, the relevant form of proxy shall be deemed to be revoked.

8. Any alteration made to this form of proxy must be initialled by the person who signs it.

PERSONAL INFORMATION COLLECTION STATEMENT

Your supply of your and your proxy’s (or proxies’) name(s) and address(es) is on a voluntary basis for the purpose of processing your request for the appointment of a proxy (or proxies) and your voting instructions for the EGM (the ‘‘Purposes’’). We may transfer your and your proxy’s (or proxies’) name(s) and address(es) to our agent, contractor, or third party service provider who provides administrative, computer and other services to us and to such parties who are authorised by law to request the information or are otherwise relevant for the Purposes and need to receive the information. Your and your proxy’s (or proxies’) name(s) and address(es) will be retained for such period as may be necessary to fulfil the Purposes. You/your proxy (or proxies) has/have the right to request access to and/or correction of the relevant personal data in accordance with the provisions of the Personal Data (Privacy) Ordinance and any such request should be in writing by either of the following means:

By mail to: Personal Data Privacy Officer Computershare Hong Kong Investor Services Limited 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong

By email to:

hkinfo@computershare.com.hk

This document is made in English and Chinese. In case of any inconsistency, the English version shall prevail.