New Focus Auto Tech Holdings Limited — Proxy Solicitation & Information Statement 2021

Jul 28, 2021

==> picture [89 x 70] intentionally omitted <==

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 to be held at Room 1809, Feidiao International Building, No.1065A Zhaojiabang Road, Xuhui District, Shanghai, PRC at 2 p.m. on Monday, 13 September 2021:

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 extraordinary general meeting (the “ Extraordinary General 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 Extraordinary General Meeting dated 29 July 2021 (“ Notice ”) (with or without amendments) as hereunder indicated. Capitalised terms used herein shall have the same meanings as those defined in the Notice and the circular of the Company dated 29 July 2021.

==> picture [596 x 333] intentionally omitted <==

----- Start of picture text -----

ORDINARY RESOLUTIONS FOR [4] AGAINST [4]
1. To approve the Increase in Authorised Share Capital and to authorise any Director to do
such acts and things, to sign and execute all such further documents (including under
seal, as applicable) and to take such steps as he may consider necessary, appropriate,
desirable or expedient to give effect to or in connection with the Increase in Authorised
Share Capital and all other matters incidental thereto or in connection therewith, and to
agree to and make such variations, amendments or waiver of any of the matters relating
thereto or in connection therewith.
2. To approve the Subscription Agreement and the transactions contemplated thereunder,
including the grant of the Specific Mandate, and to authorise any Director to do such acts
and things, to sign and execute all such further documents (including under seal, as
applicable) and to take such steps as he may consider necessary, appropriate, desirable or
expedient to give effect to or in connection with the Subscription Agreement or any
transactions contemplated thereunder and all other matters incidental thereto or in
connection therewith, and to agree to and make such variations, amendments or waiver
of any of the matters relating thereto or in connection therewith.
SPECIAL RESOLUTION FOR [4] AGAINST [4]
3. To approve the Whitewash Waiver and to authorise any Director to do all such acts and
things and execute all such documents under seal where applicable as he considers
necessary, desirable or expedient for the purpose of, or in connection with, the
implementation of and giving effect to any of the matters relating to, or incidental to, the
Whitewash Waiver.
Dated this day of , 2021. 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.
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
of attorney 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 Extraordinary General Meeting or any adjournment 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).
----- End of picture text -----

1. 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.

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

3. Completion and return of this form of proxy will not preclude you from attending the Extraordinary General 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.

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

5. For identification purposes only

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