XD Inc. — Proxy Solicitation & Information Statement 2020

Jun 17, 2020

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FORM OF PROXY FOR 2020 FIRST EXTRAORDINARY GENERAL MEETING

I/We

[(Note 1)] of

being the registered holder(s) of[(Note 2) ] shares of RMB1.00

each (the “ Shares ”) in the capital of Chongqing Iron & Steel Company Limited (the “ Company ”), HEREBY APPOINT THE CHAIRMAN OF THE MEETING[(Note 3)] , or

of

as my/our proxy to attend and act for me/us and on my/our behalf at the 2020 first extraordinary general meeting of the Company to be held at 2:30 p.m. on Thursday, 9 July 2020 at the Chongqing Iron & Steel Conference Center, No. 1 of Gangcheng Avenue, Economic & Technological Development Zone, Changshou District, Chongqing, the People’s Republic of China (or any adjournment thereof) (the “ Meeting ”) for the purpose of considering and, if thought fit, passing the resolutions set out in the notice convening the Meeting and at the Meeting (or any adjournment thereof) to vote for me/us and in my/our name(s) in respect of such resolutions as hereunder indicated, or, if no such indication is given, as my/our proxy thinks fit. My/Our proxy will also be entitled to vote on any matter properly put to the Meeting in such manner as he/she thinks fit.

No.	Matters for Consideration	Number of votes cast
	Ordinary Resolutions
	Resolutions adopting cumulative voting
1	Resolution on the by-election of directors of the eighth session of the board of directors of theCompany(Note 4)
	1.01To elect Mr. Zhang Jingang as a director of the eighth session of the board of directorsof the Company
	1.02To elect Mr. Liu Jianrong as a director of the eighth session of the board of directors ofthe Company
	1.03To elect Mr. Zou An as a director of the eighth session of the board of directors of theCompany
	1.04To elect Mr. Zhou Ping as a director of the eighth session of the board of directors ofthe Company
2	Resolution on the by-election of supervisors of the eighth session of the supervisory committeeof the Company(Note 4)
	2.01To elect Mr. Wu Xiaoping as a supervisor of the eighth session of the supervisorycommittee of the Company
	2.02To elect Mr. Wang Cunlin as a supervisor of the eighth session of the supervisorycommittee of the Company
	2.03To elect Mr. Xu Xudong as a supervisor of the eighth session of the supervisorycommittee of the Company

Signature(s)[(Note 5)] :

Date:

Notes:

1. Full name(s) and address(es) must be inserted in BLOCK CAPITALS . The names of all joint registered holders should be stated.

2. Please insert the number and class of Shares registered in your name(s) to which this form of proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all Shares registered in your name(s).

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

4. For resolutions to which the cumulative voting system applies, a shareholder has the same number of votes for each share held as the number of directors or supervisors standing for election, and may cast all his votes for a single candidate. For example, if the number of director (s) to be elected is 1, the number of votes of a shareholder holding 10,000 shares of the Company is 10,000 (10,000 x 1). A shareholder can, at his own discretion, cast all his votes for one candidate or split his votes among candidates by making a mark in the respective box.

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

6. Any shareholder entitled to attend and vote at the general meeting of the Company has the right to appoint one or more proxies (whether he is a shareholder or not) to attend and vote at the meeting on his behalf.

7. To be valid, the instrument appointing a proxy or, if such instrument is signed by a person under a power of attorney or other authorisation documents on behalf of the appointer, a notarised power of attorney or authorisation documents must be deposited at the Company’s H share registrars, Hong Kong Registrars Limited (in the case of proxy form of holders of H shares) at Shops 1712–1716, 17[th] Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong not less than 24 hours before the time appointed for holding the general meeting of the Company (or appointed for voting).

8. For those shareholders who have appointed more than one proxy, such proxies can only exercise their voting rights by way of poll.

9. A member present in person or by proxy shall have one vote for every share of which he is the holder. On a poll, a member (including his proxy) entitled to two or more votes need not use all his votes or cast all the votes he uses “for” or “against” the resolution (if applicable).

10. This form of proxy shall not preclude the appointer to attend the Meeting in person and to vote thereat. In such event, the appointment of the original proxy(ies) shall be void.