Jisheng Group Holdings Ltd. — Proxy Solicitation & Information Statement 2016

Jun 16, 2016

JETE POWER HOLDINGS LIMITED 鑄能控股有限公司[*]

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 8133)

PROXY FORM FOR USE AT THE EXTRAORDINARY GENERAL MEETING (OR AT ANY ADJOURNMENT THEREOF)

I/We[(note 1)]

of

being the registered holder(s) of[(note 2)]

share(s) of HK$0.01

each in the share capital of Jete Power Holdings Limited (the “ Company ”) hereby appoint the Chairman of the extraordinary general meeting of the Company or[(note 3)]

of

as my/our proxy to attend and vote for me/us and on my/our behalf at the extraordinary general meeting of the Company (the “ Meeting ”) to be held on 7 July 2016 (Thursday) at 10: 30 a.m. at Factory Unit 13A, 9th Floor, Vanta Industrial Centre, Nos. 21-33 Tai Lin Pai Road, Kwai Chung, New Territories, Hong Kong and at any adjournment thereof for the purpose of considering and, if thought fit, passing the ordinary resolution as set out in the notice convening the Meeting as indicated below or if no such indication is given, as my/our proxy thinks fit and in respect of any other business that may properly come before the Meeting and/or at any adjournment thereof:

ORDINARY RESOLUTION(note 4)	FOR(note 5)	AGAINST(note 5)
1. To approve the share subdivision of each issued and unissued share of the Company of HK$0.01 each in the share capital of the Company into five (5) subdivided shares of HK$0.002 each and authorise any one of the directors or the company secretary of the Company to do all such acts, deed and things and to effect all necessary actions as he or she may consider necessary or desirable in order to effect, implement and complete any and all of the matters thereto*.
2. To approve, ratify and confirm the Warrant Placing Agreement dated 31 May 2016 and the transactions contemplated thereunder including but not limited to the creation and issue of the Warrants and the allotment and issue of the Warrant Shares and authorise any one director of the Company to execute all such documents and do all such acts incidental thereto*.

• The full text of the resolution is set out in the notice of Meeting dated 17 June 2016.

Dated this day of 2016

Shareholder’s Signature[(note 6)]

Notes:

1. Full name(s) and address(es) must be inserted in BLOCK CAPITALS .

2. Please insert the number of shares registered in your name(s): if no number is inserted, this proxy form will be deemed to relate to all the shares in the capital of the Company registered in your name(s).

3. If any proxy other than the Chairman of the Meeting is preferred, please strike out the words “the Chairman of the extraordinary general meeting of the Company or” and insert the name and address of the proxy desired in the space provided. ANY ALTERATION MADE TO THIS PROXY FORM MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

4. The description of this resolution is by way of summary only. The full text appears in the notice convening the Meeting.

5. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION, TICK THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST THE RESOLUTION, TICK THE BOX MARKED “AGAINST”. Failure to tick either box will entitle your proxy to cast your vote or abstain at his discretion. Your proxy will also be entitled to vote at his discretion on any other resolution properly put to the Meeting or abstain at his discretion.

6. This proxy form shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or, if the appointor is a corporation, either under its seal or under the hand of an officer, attorney or other person authorised to sign the same. In the case of this proxy form purporting to be signed on behalf of a corporation by an officer thereof it shall be assumed, unless the contrary appears, that such officer was duly authorised to sign this form on behalf of the corporation without further evidence of the fact.

7. Any member entitled to attend and vote at the Meeting is entitled to appoint another person as his proxy to attend and vote instead of him. A member may appoint a proxy in respect of part only of his holding of shares in the Company. A proxy need not be a member of the Company.

8. This proxy form and (if required by the board of directors of the Company) the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power or authority, shall be delivered to the office of the Hong Kong branch share registrar and transfer office of the Company, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than forty-eight (48) hours before the time appointed for holding the Meeting or adjourned meeting at which the person named in this form proposes to vote, and in default this proxy form shall not be treated as valid.

9. Delivery of this proxy form shall not preclude a member from attending and voting in person at the Meeting and in such event, this proxy form shall be deemed to be revoked.

10. In the case of joint holders of any share, this form of proxy must be signed by the shareholder whose name stands first in the register of members of the Company. Where there are joint holders of any share, any one of such persons may vote at the Meeting, either personally or by proxy, in respect of such share as if he were solely entitled to it; but if more than one of such joint holders be present at the Meeting personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such share shall alone be entitled to vote in respect of it.

11. For identification purposes only