Youzan Technology Limited — AGM Information 2012

Apr 16, 2012

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China Innovationpay Group Limited 中國創新支付集團有限公司

(Incorporated in Bermuda with limited liability)

(Stock Code: 8083)

SECOND FORM OF PROXY FOR ANNUAL GENERAL MEETING (or any adjournment thereof)

Second form of proxy (the “Second Form of Proxy”) for use by shareholders of China Innovationpay Group Limited (the “Company”) at the Annual General Meeting and any adjournment thereof. (the “Meeting”) to be held at Yue Function Room, First Floor, City Garden Hotel, 9 City Garden Road, North Point, Hong Kong on Thursday, 3 May 2012 at 10:00 a.m.

I/We [(note][a)]

of

being the registered holder(s) of [(note][b)] shares of HK$0.01 each (the “Shares”) in the share capital of the Company HEREBY APPOINT the chairman of the Meeting, or [(notes][c][and][h)] of

to act as my/our proxy to attend and to act for me/us at the Meeting and at any adjournment thereof and to vote on my/our behalf in respect of the resolution set out in the revised notice convening the Meeting (the “Revised AGM Notice”) as hereunder indicated or, if no such indication is given, as my/our proxy thinks fit. Please tick (“ ✔”) the appropriate box to indicate how you wish your vote(s) to be cast [(note][d)] .

	1.2.3.4.5.6.	To receive and consider the audited consolidated financial statements and the reports of the directors of theCompany (individually, a “Director” and collectively, the “Directors”) and the auditors of the Company(the “Auditors”) for the year ended 31 December 2011.(i)To re-elect Mr. Wang Zhongmin as an independent non-executive Director.(ii)To re-elect Mr. Gu Jiawang as an independent non-executive Director.(iii)To authorise the board of Directors to fix the remuneration of the Directors.To re-elect Messrs RSM as Auditors and authorise the board of Directors to fix their remuneration.To approve ordinary resolution no. 4 set out in the notice of the Annual General Meeting (to give a generalmandate to the Directors to issue shares in the Company).To approve ordinary resolution no. 5 set out in the notice of the Annual General Meeting (to give a generalmandate to the Directors to repurchase shares in the Company).To approve ordinary resolution no. 6 set out in the notice of the Annual General Meeting (to extend thegeneral mandate to issue shares under ordinary resolution no. 4 by adding the number of sharesrepurchased under ordinary resolutions no. 5).
	7.	To approve the adoption of the new share option scheme of the Company.
		Special Resolutions
	8.	To approve the amendments to the bye-laws of the Company.
	9.

Shareholder’s signature:

Dated this day of

(notes e, f, g and h) 2012

Notes:

• a. Full name(s) and address(es) to be inserted in BLOCK CAPITALS .

• b. Please insert the number of Shares registered in your name(s) to which this Second Form of Proxy relates. If no number is inserted, this Second Form of Proxy will be deemed to relate to all the Shares registered in your name(s).

• c. A proxy need not be a shareholder of the Company. If you wish to appoint some person(s) other than the chairman of the Meeting as your proxy, please delete the words “the chairman of the Meeting, or” and insert the name and address of the person appointed as proxy in the space provided.

• d. If you wish to vote for a resolution set out above, please tick (“✔”) the appropriate box marked “For”. If you wish to vote against a resolution, please tick (“✔”) the appropriate box marked “Against”. If this form is returned duly signed but without specific direction on the proposed resolutions, the proxy will vote or abstain at his/her discretion in respect of the resolutions. A proxy will also be entitled to vote at his/her discretion on any resolution properly put to the Meeting other than those set out in the Revised AGM Notice.

• e. In the case of a joint holding of any Shares, this Second Form of Proxy may be signed by any joint holder, but if more than one joint holder is present at the Meeting, whether in person or by proxy, that one of the joint holders whose name stands first on the register of members of the Company in respect of the relevant joint holding shall alone be entitled to vote in respect thereof.

• f. This Second Form of Proxy must be signed by a shareholder of the Company, or his/her attorney duly authorised in writing, or if the shareholder is a corporation, either under its common seal or under the hand of an officer or attorney so authorised.

• g. To be valid, this Second Form of Proxy together with any power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power or authority must be deposited at the Company c/o the Company Secretary at the Company’s principal place of business and head office in Hong Kong at Unit 2708, 27/F., The Center, 99 Queen’s Road Central, Hong Kong not less than 48 hours before the time appointed for holding the Meeting or any adjournment thereof.

  • Delivery of an instrument appointing a proxy will not preclude you from attending and voting in person, at the Meeting or any adjourned meeting if you so wish and in such event, the instrument appointing a proxy shall be deemed to be revoked.

• h. Any alteration made to this Second Form of Proxy should be initialled by the person who signs it.

• i. The full descriptions of the resolutions proposed to be considered and approved at the Meeting are set out in the Revised AGM Notice, which is also available at the Company’s website at www.innovationpay.com.hk.

• j. IMPORTANT: A SHAREHOLDER OF THE COMPANY (THE “SHAREHOLDER(S)”) WHO HAS ALREADY LODGED THE FORM OF PROXY (THE “FIRST FORM OF PROXY”) WHICH WAS SENT TOGETHER WITH THE CIRCULAR OF THE COMPANY DATED 28 MARCH 2012 SHOULD NOTE THAT:

  • (a) If no Second Form of Proxy is lodged, the First Form of Proxy will be treated as a valid proxy form lodged by him/her if correctly completed. The proxy/proxies so appointed by the Shareholder will be entitled to vote at his/her discretion or to abstain from voting on any resolution properly put to the Meeting other than those referred to in the notice convening the Meeting dated 28 March 2012 and the First Form of Proxy including, the resolution for the proposed adoption of the new share option scheme set out in the supplemental circular of the Company dated 16 April 2012.

  • (b) If this Second Form of Proxy is lodged before 48 hours prior to the time appointed for holding the Meeting (the “Closing Time”), this Second Form of Proxy will revoke and supersede the First Form of Proxy previously lodged by him/her. This Second Form of Proxy will be treated as a valid proxy form lodged by the Shareholder if correctly completed.

  • (c) If this Second Form of Proxy is lodged after the Closing Time, this Second Form of Proxy will be invalid. However, it will revoke the First Form of Proxy previously lodged by the Shareholder, and any vote that may be cast by the purported proxy/proxies (whether appointed under the First Form of Proxy or this Second Form of Proxy) will not be counted in any poll which will be taken on a proposed resolution. Accordingly, Shareholders are advised not to lodge this Second Form of Proxy after the Closing Time. If such Shareholders wish to vote at the Meeting, they will have to attend in person and vote at the Meeting themselves.