(Note 3)

China International Capital Corporation Limited

中 國國際金融 股份有限公 司

(A joint stock company incorporated in the People's Republic of China with limited liability)

(Stock Code: 03908)

FORM OF PROXY FOR THE ANNUAL GENERAL MEETING

(FOR HOLDERS OF H SHARES)

Number of shares to which this

H shares

form of proxy relates (Note 2)

I/We (Note 1)

of (Note 1)

being the registered holder(s) of

H shares (Note 2) of China International Capital Corporation Limited (the "Company"), hereby appoint the Chairman of the AGM or

of

as my/our proxy to attend and vote for me/us and on my/our behalf at the annual general meeting (the "AGM") to be held at Function Room 2, 3F, JEN Hotel Beijing, 1 Jianguomenwai Avenue, Chaoyang District, Beijing, the PRC on Tuesday, May 18, 2021 at 2:30 p.m. or at any adjournment thereof as indicated hereunder in respect of the following resolutions. In the absence of any indication, the proxy may vote at his/her own discretion.

Special Resolutions

For (Note 4)

Against (Note 4)

Abstain (Note 4)

  1. To consider and approve the amendments to the Articles of Association;
  2. To consider and approve the amendments to the Plan on Authorization of the Shareholders' General Meeting to the Board of Directors;

Ordinary Resolutions

For (Note 4)

Against (Note 4)

Abstain (Note 4)

  1. To consider and approve the 2020 work report of the Board of Directors;
  2. To consider and approve the 2020 work report of the Supervisory Committee;
  3. To consider and approve the 2020 annual report;
  4. To consider and approve the 2020 profit distribution plan;
  5. To consider and approve the re-appointment of the accounting firms;
  6. To consider and approve the amendments to the Rules of Procedures of the Meeting of Board of Directors;
  7. To consider and approve the establishment of the asset management subsidiary;
  8. To consider and approve the 2021 annual estimation for daily related- party transactions;

10.01 Estimated related-party transactions with legal persons controlled by Director Tan Lixia, or in which she serves as a director or senior management;

10.02 Estimated related-party transactions with legal persons controlled by Director Duan Wenwu, or in which he serves as a director or senior management;

10.03 Estimated related-party transactions with legal persons controlled by the former Director Xiong Lianhua, or in which she serves as a director or senior management;

10.04 Estimated related-partytransactions with Zheshang Jinhui Trust Co., Ltd.* (浙商金匯信託股份有限公司);

10.05 Estimated related-party transactions with other related legal persons;

10.06 Estimated related-party transactions with other related natural persons.

Date:

Signature (Notes 5, 6 and 7):

Notes:

  1. Please insert the full name(s) and address(es) (as shown in the register of the members) in BLOCK CAPITALS. The name of all joint registered holders should be stated.
  2. Please delete as appropriate and insert the number of shares in the Company registered in your name(s) and to which this form of proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all the shares in the capital of the Company registered in your name(s) (whether alone or jointly with others).
  3. If any proxy other than the Chairman of the AGM is preferred, delete the words "the Chairman of the AGM" and insert the name and address of the proxy desired in the space provided. A shareholder may appoint one or more proxies to attend and vote in his stead. A proxy need not be a shareholder of the Company. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALED BY THE PERSON
    WHO SIGNS IT.
  4. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, PLEASE PLACE A "" IN THE BOX MARKED "FOR". IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, PLEASE PLACE A "" IN THE BOX MARKED "AGAINST". IF YOU WISH TO ABSTAIN FROM VOTING, PLEASE PLACE A "" IN THE BOX MARKED "ABSTAIN". If the form returned is duly signed but without specific direction on any of the proposed resolutions, the proxy is entitled to vote or abstain at his discretion in respect of all resolutions; or if in respect of a particular proposed resolution there is no specific direction, the proxy is entitled, in relation to that particular proposed resolution, to vote or abstain at his discretion. A proxy will also be entitled to vote at his discretion on any resolution properly put to the AGM other than those set out in the notice convening the AGM. The shares abstained will be counted in the calculation of the required majority.
  5. This form of proxy must be signed by you or your attorney duly authorized in writing or, in the case of a legal person, must either be executed under seal or under the hand of legal representative or an attorney duly authorized to sign the same. If this form of proxy is signed by an attorney of the appointer, the power of attorney authorizing that attorney to sign, or other document of authorization, must be notarized.
  6. Where there are joint holders of any shares, the one whose name stands first in the register of members shall alone be entitled to attend and vote at the AGM in respect of such shares.
  7. In order to be valid, this form of proxy together with any power of attorney or other documents of authorization (if any) must be deposited at the Company's H Share registrar, Computershare Hong Kong Investors Services Limited at 17M/F, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong not later than 24 hours before the time of the AGM (that is not later than 2:30 p.m. on Monday, May 17, 2021 (Beijing time)) or any adjourned meeting.
  • For identification purpose only

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CICC - China International Capital Corporation Limited published this content on 19 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 20 April 2021 00:51:02 UTC.