CHINA MERCHANTS CHINA DIRECT INVESTMENTS LIMITED

招 商 局 中 國 基 金 有 限 公 司

(Incorporated in Hong Kong with limited liability)

(Stock Code : 133)

FORM OF PROXY FOR ANNUAL GENERAL MEETING

TO BE HELD ON FRIDAY, 28 MAY 2021

No. of shares to which this form of proxy relates (Note 1)

I/We (Note 2)

of

Shareholder(s) of CHINA MERCHANTS CHINA DIRECT INVESTMENTS LIMITED (the "Company") hereby appoint (Note 3) the Chairman

of the Meeting or

of

as my/our proxy to attend, speak and vote for me/us and on my/our behalf at the Annual General Meeting of the Company to be held at Island Ballroom, Level 5, Island Shangri-La, Hong Kong, Two Pacific Place, Supreme Court Road, Central, Hong Kong on Friday, 28 May 2021 at 10:00 a.m. and at any adjournment thereof as hereunder indicated in respect of the Resolutions set out in the Notice of Annual General Meeting, and, if no such indication is given, as my/our proxy thinks fit.

ORDINARY RESOLUTIONS

For (Note 4)

Against (Note 4)

1.

To receive and consider the Audited Consolidated Financial Statements, the Report of the

Directors and the Independent Auditor's Report for the year ended 31 December 2020.

2.

(a)

To declare a final dividend of US$0.07 per share for the year ended 31 December

2020.

(b)

To declare a special dividend of US$0.01 per share for the year ended 31 December

2020.

3.

(a)

(1)

To re-elect Mr. ZHOU Xing as Director.

(2)

To re-elect Mr. ZHANG Rizhong as Director.

(3)

To re-elect Mr. TSE Yue Kit as Director.

(4)

To re-elect Mr. LIU Baojie as Director.

(5)

To re-elect Dr. LI Fang as Director.

(6)

To re-elect Dr. GONG Shaolin as Director.

(b)

To authorise the Board of Directors to fix the Directors' fee.

4.

To re-appoint Messrs. Deloitte Touche Tohmatsu as Auditor and authorise the Directors to

fix their remuneration.

5.

To grant a general mandate to the Directors for the buy-back of shares.

Dated this

day of

, 2021.

Signature(s) (Note 5)

Notes:

  1. 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 of the Company registered in your name(s).
  2. Please insert the full name(s) and address(es) in BLOCK CAPITALS.
  3. If any proxy other than the Chairman of the Meeting is preferred, delete the words "the Chairman of the Meeting or" 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. A member entitled to attend and vote at the Meeting is entitled to appoint more than one proxy to attend, speak and vote in his stead. A proxy needs not be a member of the Company. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE DULY INITIALLED.
  4. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, PLEASE TICK IN THE BOX MARKED "FOR". IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, TICK IN THE BOX MARKED "AGAINST". If you do not indicate how you wish your proxy to vote, your proxy will be entitled to exercise his discretion. Your proxy will also be entitled to vote at his discretion on any resolutions properly put to the Meeting other than those referred to in the Notice convening the Meeting.
  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 either be executed under its common seal or under the hand of an officer, attorney or other person duly authorised to sign the same.
  6. In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy or by authorised representative, shall be accepted to the exclusion of the votes of the other joint holders; and for this purpose, seniority shall be determined by the order in which the names stand in the register.
  7. 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 notarially certified copy of that power of attorney or other authority, must be deposited at the registered office of the Company at 1609, Three Pacific Place, 1 Queen's Road East, Hong Kong, not less than 48 hours before the time appointed for the Meeting or any adjournment thereof.

PERSONAL INFORMATION COLLECTION STATEMENT

  1. "Personal Data" in this statement has the same meaning as "personal data" in the Personal Data (Privacy) Ordinance, Chapter 486 of the Laws of Hong Kong ("PDPO").
  2. Your Personal Data is supplied to the Company on a voluntary basis. Failure to provide sufficient information may render the Company not able to process your instructions and/or request as stated in this proxy form.
  3. Your Personal Data may be disclosed or transferred by the Company to its subsidiaries, the Share Registrar, and/or other companies or bodies for any of the stated purposes, and retained for such period as may be necessary for verification and record purposes.
  4. You have the right to request access to and/or correction of your Personal Data in accordance with the provisions of the PDPO. Any such request for access to and/or correction of your Personal Data should be in writing and sent to the Personal Data Privacy Officer of the Share Registrar.

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China Merchants China Direct Investments Ltd. published this content on 26 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 25 April 2021 22:37:05 UTC.