New Focus Auto Tech Holdings Limited — Proxy Solicitation & Information Statement 2012

Sep 23, 2012

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NEW FOCUS AUTO TECH HOLDINGS LIMITED 新焦點汽車技術控股有限公司[*]

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 360)

PROXY FORM

Form of proxy for the extraordinary general meeting (the “Meeting”) to be held at 2/F., No. 1179 Wuzhong Road, Minhang District, Shanghai, China at 2:00 p.m. on 23 October 2012 or any adjournment thereof

I/We[1]

of

being the registered holder(s) of[2] Focus Auto Tech Holdings Limited (the “Company”), hereby appoint[3]

shares of HK$0.10 each in the issued share capital of New

of

or failing him, the Chairman of the Meeting, as my/our proxy to attend on my/our behalf at the Meeting (and at any adjournment thereof) and to vote for me/us in my/our name(s) in respect of the resolutions set out in the notice of the Meeting (with or without amendments) as hereunder indicated.

				Ordinary Resolutions		For4		Against4
	1.	To consider and approve the Equity Transfer Agreement (as more particularly
		described	in the circular dated 24 September 2012 (the “Circular”)) and the
		transactions contemplated thereunder and authorize the directors of the
		Company	to take any step as they consider necessary, desirable		or expedient in
		connection therewith.
	2.	To consider and approve the allotment and issue of 18,226,068 Consideration
		Shares (as	more particularly described in the Circular) credited		as fully paid at
		an issue price of HK$1.34 per Consideration Share to Ms. Gao			Xiu Min or her
		nominee(s) in		accordance with the terms of the Equity Transfer	Agreement and
		authorize	the directors of the Company to take any step as they consider
		necessary,	desirable or expedient in connection therewith.

Dated this day of , 2012. Signature(s)[7] :

Notes:

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

2. Please insert the number of shares of HK$0.10 each in the issued share capital of the Company registered in your name(s); if no number is inserted, this form of proxy will be deemed to relate to all the shares of the Company registered in your name(s).

3. Full name and address of proxy to be inserted in BLOCK CAPITALS. IF NOT COMPLETED, THE CHAIRMAN OF THE MEETING WILL ACT AS YOUR PROXY.

4. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, TICK IN THE BOX MARKED “FOR” BESIDE THE APPROPRIATE RESOLUTION. IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, TICK IN THE BOX MARKED “AGAINST” BESIDE THE APPROPRIATE RESOLUTION. If no direction is given, your proxy will be entitled to vote or abstain as he thinks fit. Your proxy will be entitled to vote or abstain at his discretion on any resolution properly put to the Meeting other than those referred to in the notice convening the Meeting.

5. To be valid, this form of proxy, together with the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of that power or authority must be deposited at the Hong Kong branch share registrar and transfer office of the Company, Computershare Hong Kong Investor Services Limited at Shops 1712–1716, 17/F, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for the holding of the Meeting or any adjourned meeting thereof.

6. In the case of joint holders of a share, the vote of the person, whether attending in person or by proxy, whose name stands first on the Register of Members of the Company in respect of such share shall be accepted to the exclusion of the vote(s) of the other joint holder(s).

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

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

9. Completion and return of this form of proxy will not preclude you from attending the Meeting or any adjournment thereof and voting in person if you so wish and in such event, the form of proxy will be deemed to be revoked.

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

11. For identification purpose only