XINCHEN CHINA POWER HOLDINGS LIMITED

新 晨 中 國 動 力 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1148)

Proxy form for use at the Extraordinary General Meeting or any adjournment thereof

I/We1

of

being the holder(s) of

2 shares with a par value of HK$0.01 each in the capital of Xinchen China Power Holdings Limited (the "Company"),

HEREBY APPOINT THE CHAIRMAN OF THE MEETING3 or

of

as my/our proxy to act for me/us at the Extraordinary General Meeting of the Company (the "Meeting") to be held at Pheasant & Jasmine Room, 1st Floor, Mandarin Oriental, Hong Kong, 5 Connaught Road Central, Hong Kong on Wednesday, 11 December 2019 at 9:00 a.m. or any adjournment thereof, and in particular (but without limitation) at such Meeting (or any adjournment thereof) to vote for me/us and in my/our name(s) in respect of the resolution set out in the notice convening the said Meeting as indicated below, or, if no such indication is given, as my/our proxy thinks fit.

ORDINARY RESOLUTION#

FOR4

AGAINST4

(a)

the BBA compliance agreement (the "BBA Compliance Agreement") (a copy of which has been produced to this

meeting marked "A" and initialled by the chairman of this meeting for the purpose of identification) dated 23 May 2014

entered into between the Company, Mianyang Xinchen Engine Co., Ltd.*(綿陽新晨動力機械有限公司)(an indirect

wholly-owned subsidiary of the Company) ("Mianyang Xinchen") and BMW Brilliance Automotive Ltd.(華晨寶馬

汽車有限公司* (an associate of Brilliance China Automotive Holdings

Limited(華晨中國汽車控股有限公司*

which is a controlling shareholder of the Company) in relation to the sale and purchase of, among others, engine parts

and components and raw materials for manufacturing engines and engine parts and components (as the case may be) and

the provision of related services and all transactions contemplated thereunder for the third term of the BBA Compliance

Agreement for another three-year period upon expiry of the second term of the BBA Compliance Agreement on 17 June

2020 be and are hereby approved;

(b)

any director of the Company (the "Director") be and are hereby authorized, for and on behalf of the Company, to do

all such things and exercise all powers which he considers necessary or desirable or expedient in connection with the

third term of the BBA Compliance Agreement and otherwise in connection with the implementation of the transactions

contemplated thereunder, including without limitation the execution, amendment, supplement, delivery, waiver,

submission and implementation of any further documents or agreements, and any Director and the company secretary of

the Company or two Directors be authorized to affix the common seal of the Company (if required) on any document or

deed as they consider appropriate; and

(c)

the proposed annual caps in respect of the transactions contemplated under the BBA Compliance Agreement for each of

the three years ending 31 December 2022 as set out in the paragraph headed "Proposed Annual Caps" in the Letter from

the Board contained in the circular of the Company dated 1 November 2019 be and are hereby approved."

  • The full text of the resolution appears in the notice of the Extraordinary General Meeting of the Company dated 1 November 2019 which is included in the circular despatched to the shareholders of the Company.

Signature5

Dated

Notes:

  1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS.
  2. Please insert the number of shares registered in your name(s) to which this proxy form relates. If no number is inserted, this form of proxy will be deemed to relate to all those shares in the Company registered in your name(s).
  3. If any proxy other than the Chairman of the Meeting is preferred, strike out the words "THE CHAIRMAN OF THE MEETING" and insert the name and address of the proxy desired in the space provided. If no name is inserted, the Chairman of the Meeting will act as your proxy. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON(S) WHO SIGN(S) IT.
  4. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, TICK () THE BOX MARKED "FOR" THE RELEVANT RESOLUTION. IF YOU WISH TO VOTE AGAINST A RESOLUTION, TICK () THE BOX MARKED "AGAINST" THE RELEVANT RESOLUTION. Failure to tick either box will entitle your proxy to cast your vote at his discretion. On a poll, your proxy will also be entitled to vote at his discretion on any resolution properly put to the Meeting other than that referred to in the notice convening the Meeting except that persons appointed by a clearing house as a proxy will be able to vote on a show of hands and on poll.
  5. 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 or attorney or other person duly authorised.
  6. In order to be valid, this form of proxy duly completed and signed in accordance with the instructions printed hereon together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy thereof must be delivered to the office of the branch registrar and transfer office of the Company in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the Meeting or any adjournment thereof.
  7. In case of joint registered holders of any share, any one of such persons may vote at the Meeting, either personally or by proxy, in respect of such share as if he were solely entitled thereto; but if more than one of such joint holders are present at the Meeting personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such share shall alone be entitled to vote in respect thereof.
  8. The proxy need not be a member of the Company but must attend the Meeting in person to represent you.
  9. Completion and deposit of this form of proxy will not preclude you from attending and voting at the Meeting in person if you so wish and in such event, this form of proxy will be deemed to be revoked.
  10. The resolution will be put to shareholders to vote taken by way of a poll.
  • For identification purposes only

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Xinchen China Power Holdings Limited published this content on 31 October 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 31 October 2019 08:36:02 UTC