CHINA MOTOR BUS COMPANY, LIMITED

(Incorporated in Hong Kong with limited liability)

(Stock Code: 026)

PROXY FORM FOR EXTRAORDINARY MEETING

1 Number of shares to which this proxy form relates

I/We

of

being a member/members of China Motor Bus Company, Limited (the "Company") hereby appoint

of

or failing him

of

as my/our proxy to vote for me/us on my/our behalf at the Extraordinary Meeting of the Company to be held on the 2nd day of March, 2020 and at any adjournment thereof.

SPECIAL RESOLUTION

See Note 2

FOR

AGAINST

1.

To amend the Articles of Association in the manner as set out in the Special

Resolution in paragraph 1 of the Notice of Extraordinary Meeting dated 5 February

2020.

ORDINARY RESOLUTION

See Note 2

FOR

AGAINST

2.

Subject to the passing of the above Special Resolution,

(1) to fix the authorised amount of the annual aggregate Directors' fees, which

shall be payable pursuant to Article 119 (1) of the Company's Articles of

Association, to Hong Kong Dollars five million;

(2) for the period from the 8th day of November 2019 to the 2nd day of March

2020, the Directors shall receive an apportioned part of the annual fees as

determined by the Company at its Ordinary Yearly Meeting held on the 8th

day of November 2019, and from and after the 2nd day of March 2020 the

Directors shall be entitled to receive remuneration in accordance with the

provisions of Article 119 of the Company's Articles of Association, to be

pro-rated if necessary for any period of less than one year; and

(3) this resolution shall take effect if the existing Article 119 of the Company's

Articles of Association is amended in the manner set forth in the special

resolution set out in the Notice of the Extraordinary Meeting of the Company

dated 5 February 2020, but not further or otherwise.

Dated this

day of

2020

Signature(s) of Shareholder(s)

Notes:

  1. Please insert the number of shares registered in your name(s) to which this proxy form relates. If no number is inserted (or if a number larger than your registered shareholding is inserted), this form of proxy will be deemed to relate to all the shares in the Company registered in your name(s).
  2. Please indicate with an 'X' in the appropriate space beside each of the resolution how you wish the proxy to vote on your behalf. In the absence of any such indication, the proxy will vote for or against the resolution or will abstain at his discretion.
  3. A shareholder entitled to attend and vote at the above Meeting may appoint a proxy or proxies to attend and vote in his place. Such proxy needs not be a shareholder of the Company.
  4. To be valid, forms of proxy must be deposited at the registered office of the Company at 2606-08, 26th Floor, Island Place Tower, 510 King's Road, North Point, Hong Kong not less than 48 hours before the time for holding the meeting or adjourned meeting.

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China Motor Bus Company Ltd. published this content on 04 February 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 04 February 2020 10:53:02 UTC