XD Inc. — Proxy Solicitation & Information Statement 2024

Dec 9, 2024

Chongqing Iron & Steel Company Limited
重慶鋼鐵股份有限公司
(a joint stock limited company incorporated in the People's Republic of China with limited liability)
(在中華人民共和國註冊成立的股份有限公司)

(Stock Code: 1053)

FORM OF PROXY FOR 2024 SECOND 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") in total, 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 2024 second extraordinary general meeting of the Company to be held at 2:30 p.m. on Monday, 30 December 2024 at No. 2 Conference Room, Chongqing Iron & Steel Company Limited Conference Centre, No. 2 Jiangnan Avenue, Jiangnan Street, 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 their own any matter properly proposed at the Meeting in such manner as he/she thinks fit.

No.	Matters for consideration
Resolutions adopting non-cumulative voting
SPECIAL RESOLUTION		FOR(Note 4)	AGAINST(Note 4)	ABSTAIN(Note 4)
1	Resolution on change of the purpose and cancellation of the repurchased shares and reduction of capital
ORDINARY RESOLUTION		FOR(Note 4)	AGAINST(Note 4)	ABSTAIN(Note 4)
2	Resolution on remuneration scheme for Directors and supervisors for 2024–2026

Signature(s) (Note 6): _________

Date: _________

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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 it is proposed to appoint a person other than the Chairman of the Meeting as a proxy, strike out “THE CHAIRMAN OF THE MEETING” and insert the name and address of the proxy desired in the space provided. EACH 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 proposed at the Meeting which are not included in the notice convening the Meeting.

5. 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.

6. 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.

7. 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.

8. 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).

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

10. 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).

11. Abstained votes will be calculated into the required majority.

12. 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.