New Focus Auto Tech Holdings Limited — Proxy Solicitation & Information Statement 2017

Apr 27, 2017

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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 Annual General Meeting to be held at No. 4589 Wai Qing Song Road, Qingpu District, Shanghai, the PRC at 2:00 p.m. on 29 June 2017

I/We[1] of being the registered holder(s) of[2] shares of HK$0.10 each in the issued share capital of New Focus Auto Tech Holdings Limited (the “ Company ”), hereby appoint[3] 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 (“ Notice ”) (with or without amendments) as hereunder indicated.

			Ordinary ResolutionsFor4	Ordinary ResolutionsFor4
	1.		To receive and adopt the audited consolidated financial statements and the reports of thedirectors and the auditors for the year ended 31 December 2016.
	2A.		(i)To re-elect Mr. Du Jinglei as an executive director of the Company.
			(ii)To re-elect Mr. Hu Yuming as an independent non-executive director of theCompany.
			(iii)To re-elect Mr. Lin Lei as an independent non-executive director of the Company.
	2B.		To authorise the board of directors of the Company to fix the remuneration of all directorsof the Company.
	3.		To re-appoint KPMG as the auditors of the Company and to authorise the board ofdirectors of the Company to fix their remuneration.
	4A.**		To give a general mandate to the directors to allot, issue and deal with the shares of theCompany not exceeding 20% of the total number of the issued shares of the Company asat the date of passing of this resolution.
	4B.**		To give a general mandate to the directors to repurchase the shares of the Company notexceeding 10% of the total number of the issued shares of the Company as at the date ofpassing of this resolution.
	4C.**		To extend the general mandate granted to the directors to allot, issue and deal withadditional shares by the total number of shares repurchased by the Company.
	Dated this		day of	, 2017.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.

1. 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.

2. 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 17M Floor, 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.

3. 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).

4. 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.

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

6. 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.

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

• For identification purpose only

• ** The full text of the resolutions is set out in the Notice