XD Inc. — Proxy Solicitation & Information Statement 2022

Aug 9, 2022

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FORM OF PROXY FOR 2022 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 share 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 2022 first extraordinary general meeting of the Company to be held at 2:00 p.m. on Monday, 29 August 2022 at the Chongqing Iron & Steel Conference Center, No. 2 Jiangnan Avenue, Jiangnan Subdistrict, 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
	Resolution adopting non-cumulative voting
	ORDINARY RESOLUTION	FOR(Note 4)	AGAINST(Note 4)	ABSTAIN(Note 4)
1.	Resolution in relation to the Supplemental Service and Supply
	Agreement entered into between the Company and China Baowu and the
	continuing connected transactions (including revision of proposed caps)

Date:

Signature(s)[(Note 5)] :

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. IMPORTANT: If you wish to vote for a resolution, tick in the box marked “For”. If you wish to vote against a resolution, tick in the box marked “Against”. If you wish to abstain from voting, tick in the box marked “Abstain” and those votes will be counted in the calculation of the required majority of that resolution. If no direction is given, your proxy may vote or abstain as he/she thinks fit. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the Meeting other than those referred to in the notice convening the Meeting.

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 17M 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. Abstained votes will be calculated into the required majority.

11. 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.