34010743



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China All Access (Holdings) Limited

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 633) PROXY FORM Form of proxy for use by shareholders at the extraordinary general meeting to be held at Room 2402, 24/F., Admiralty Centre I, 18 Harcourt Road, Admiralty, Hong Kong at 2:30 p.m. on Thursday, 5 February 2015

I/We (note a) of being the registered holder(s) of

(note b) shares (the "Shares") of HK$0.01 each in the capital of China All Access (Holdings) Limited (the "Company") hereby

appoint the chairman of the extraordinary general meeting (the "Meeting") of the Company or

of to act as my/our proxy (note c) at the Meeting to be held at Room 2402, 24/F., Admiralty Centre I, 18 Harcourt Road, Admiralty, Hong Kong at 2:30 p.m. on Thursday, 5 February 2015 (or any adjournment thereof) and to vote on my/our behalf as directed below.

ORDINARY RESOLUTION

FOR (note d)

AGAINST (note d)

1.

To approve the subscription agreement dated 23 December 2014 entered into between the Company and ZTE (H.K.) Limited and the transactions contemplated thereunder.

Dated this day of 2015.

Signature(s) xx (notes e to j)

Notes:

a Full name(s) and address(es) are to be inserted in BLOCK CAPITAL LETTERS. The names of all joint registered holders should be stated.
b Please insert the number of Shares registered in your name(s) to which the proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all the Shares in the share capital of the Company registered in your name(s).
c A proxy need not be a member of the Company. If you wish to appoint some person other than the chairman of the Meeting as your proxy, please delete the words "the chairman of the extraordinary general meeting (the "Meeting") of the Company or" and insert the name and address of the person appointed in the space provided. A member of the Company entitled to attend and vote at the Meeting is entitled to appoint in written form one or, if he is the holder of two or more Shares, more proxies to attend and vote instead of him.
d If you wish to vote for the resolution set out above, please tick ("j") the box marked "For". If you wish to vote against the resolution set out above, please tick ("j") the box marked "Against". If you wish to vote only part of the number of Shares in respect of which the proxy is so appointed, please state the exact number of Shares in lieu of tick ("j") in the relevant box. If the form returned is duly signed but without specific direction on the proposed resolution, the proxy will vote or abstain at his/her discretion in respect of the resolution. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the Meeting other than that referred to in the notice convening the Meeting.
e In the case of joint holders of Shares, any one of such joint holders may vote, either in person or by proxy, in respect of such Shares as if he/she were solely entitled thereto, but if more than one of such joint holders are present at the Meeting personally or by proxy, then one of the said persons so present whose name stands first on the register in respect of such Shares shall alone be entitled to vote in respect thereof.
f The instrument appointing a proxy shall be in writing under the hand of the appointor or of his/her attorney duly authorised in writing, or if the appointor is a corporation, either under seal or under the hand of an officer or attorney duly authorised.
g In order to be valid, the form of proxy must be in writing under the hand of the appointor or of his/her attorney duly authorised in writing, or if the appointor is a corporation, either under seal, or under the hand of an officer or attorney duly authorised, and must be deposited with the Hong Kong share registrar and transfer office (the "Hong Kong Share Registrar") of the Company, Union Registrars Limited at A18/F., Asia Orient Tower, Town Place, 33 Lockhart Road, Wanchai, Hong Kong (together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy thereof) not less than 48 hours before the time fixed for holding of the Meeting or any adjournment thereof.
h. In order to qualify for attending the Meeting or any adjournment thereof, all transfers of Shares accompanied by the relevant share certificates must be lodged with the Hong Kong Share Registrar at the above address by no later than 4:00 p.m. on 4 February 2015.
i. Completion and delivery of an instrument appointing a proxy shall not preclude a member from attending and voting in person at the Meeting or any adjournment thereof and in such event, the instrument appointing a proxy shall be deemed to be revoked.
j. Any alteration made to this form should be initialled by the person(s) who sign(s) the form.

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