01 Cover 42881-01D 0..1


COGOBUY GROUP

科 通 芯 城 集 團

(a company incorporated under the laws of the Cayman Islands with limited liability)

(Stock Code: 0400)


Number of shares to which this form of proxy relates(Note1)


FORM OF PROXY FOR THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON WEDNESDAY, 3 FEBRUARY 2016


I/We (Note 2) of being the registered holder(s) of shares in the issued share capital of Cogobuy Group (the ''Company'') hereby appoint the Chairman of the meeting (Note 3) or of

as my/our proxy to attend, act and vote for me/us and on my/our behalf as directed below at the extraordinary general meeting (the

''EGM'') of the Company to be held at IngDan Experience Center, Unit C101-103 First Floor, Production, Teaching and Research Base of China University of Geosciences, South Keyuan Road, High-Tech Industrial Park, Nanshan, Shenzhen 518057, China on Wednesday, 3 February 2016 at 4: 00 p.m. (and at any adjournment thereof).

Please tick (''✓'') the appropriate box to indicate how you wish your vote(s) to be cast on a poll (Note4).


ORDINARY RESOLUTION

FOR

AGAINST

1.

To approve, confirm and ratify the terms of the Purchase Option Agreement (a copy of which has been produced to this meeting marked ''A'' and initialled by the chairman of the meeting for identification) dated 11 December 2015 entered into by Qianhai

Cogobuy.com (Shenzhen) Limited (前海科通芯城通信技術(深圳)有限公司), Comtech Communication Technology (Shenzhen) Company Limited (科通通信技術(深圳)有限公

司) and Shenzhen Comtech Small Loan Limited Company (深圳市科通小額貸款有限責

任公司) and the transactions contemplated thereunder, and to authorize the directors of

the Company to do all things and acts and execute all documents (including under the seal of the Company) which they may consider necessary, desirable or expedient to implement and/or give effect to any matters relating to or in connection with the administrative nature or ancillary to the implementation of the transactions contemplated under the Purchase Option Agreement.



Date: 2016 Signature(s): (Note5)


Notes:


  1. Please insert the number of shares registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all the shares of the Company registered in your name(s). If more than one proxy is appointed, the number of shares in respect of which each such proxy so appointed must be specified.

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


  3. If any proxy other than the Chairman of the meeting is preferred, please strike out the words ''the Chairman of the meeting'' and insert the name and address of the proxy desired in the space provided. Any shareholder of the Company entitled to attend and vote at the EGM is entitled to appoint a proxy to attend and on a poll, vote instead of him. A member who is the holder of two or more shares may appoint more than one proxy. A proxy need not be a shareholder of the Company.

  4. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, PLEASE TICK (''✓'') THE BOX MARKED ''FOR''. IF YOU WISH TO VOTE AGAINST A RESOLUTION, PLEASE TICK (''✓'') THE BOX MARKED ''AGAINST''. If no direction is given, your proxy will vote or

    abstain at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the EGM other than those referred to in the notice convening the EGM.

  5. This form of proxy must be signed by you or your attorney duly authorized in writing. In case of a corporation, the same must be either under its common seal or under the hand of an officer or attorney so authorized. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

  6. In case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of votes of the other joint holder(s) and for this purpose seniority will be determined by the order in which the names stand in the Register of Members of the Company.

  7. In order to be valid, this form of proxy, together with the power of attorney or other authority (if any) under which it is signed or a certified copy thereof, must be deposited at the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712- 1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the EGM or any adjournment thereof.

  8. Completion and delivery of the form of proxy will not preclude you from attending and voting at the EGM if you so wish.

Cogobuy Group issued this content on 2016-01-18 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 2016-01-18 02:14:01 UTC

Original Document: http://resource.cogobuy.com/resource_about/ann20160118100809.pdf