Nexteer Automotive : FORM OF PROXY FOR USE AT ANNUAL GENERAL MEETING TO BE HELD ON JUNE 8, 2021

(Note 3)

(Note 3)

(Note 1)

(Note 2)

Nexteer Automotive Group Limited

耐世特汽車系統集團有限公司

(Incorporated under the laws of the Cayman Islands with limited liability)

(Stock Code: 1316)

FORM OF PROXY FOR USE AT ANNUAL GENERAL MEETING

TO BE HELD ON JUNE 8, 2021

I/We (Note 1)

of

being the registered holder(s) ofordinary shares of HK$0.10 each ("Shares") in the share capital of Nexteer Automotive Group Limited (the "Company") hereby appoint

of

or failing him/her, the chairman of the annual general meeting as my/our proxy to attend and vote for me/us and on my/our behalf at the annual general meeting to be held on June 8, 2021 at 9:00 a.m. at Huashan Room, Island Shangri-La, Hong Kong, Pacific Place, Supreme Court Road, Central, Hong Kong (the "Annual General Meeting"), and at any adjournment thereof for the purpose of considering and, if thought fit, passing with or without modification, the resolutions as set out in the notice of the Annual General Meeting and to vote on my/our behalf as hereunder indicated or, if no such indication is given, as my/our proxy thinks fit. My/our proxy will also be entitled to vote on any matters properly put to the Annual General Meeting in such manner as he/she thinks fit.

			Ordinary Resolutions (Note 4)	For (Note 5)	Against (Note 5)
1.	To consider and adopt the audited consolidated financial statements of the Company
	and the reports of the directors and auditors for the year ended December 31, 2020.
2.	To declare a final dividend of US$0.0094 per Share for the year ended December 31,
	2020.
3.	(a)	To re-elect the following directors of the Company (the "Directors"):
		(i)	Mr. ZHAO, Guibin as an executive Director;
		(ii) Ms. ZHANG, Wendong as a non-executive Director; and
		(iii) Mr. LIU, Jianjun as an independent non-executive Director.
	(b)	To elect Mr. LEI, Zili as a non-executive Director.
	(c)	To authorise the board of Directors of the Company to fix the remuneration of
		the Directors.
4.	To appoint Deloitte Touche Tohmatsu as auditor of the Company and to authorise the
	Board to fix their remuneration.
5.	(A)	To give a general mandate to the Directors to allot, issue and deal with
		additional Shares not exceeding 20% of the total number of issued Shares of the
		Company (the "Issue Mandate").
	(B)	To give a general mandate to the Directors to repurchase Shares not exceeding
		10% of the total number of issued Shares of the Company.
	(C)	To extend the Issue Mandate by the number of Shares repurchased by the
		Company.

Dated this

day of

, 2021

Signature(s) (Note 6)

Notes:

1. Full name(s) and address(es) shall be inserted in BLOCK CAPITALS. The names of all joint holders should be stated.
2. Please insert the number of Shares registered in your name(s) to which this form of proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all Shares in the capital of the Company registered in your name(s).
3. Full name(s) and address(es) shall be inserted in BLOCK CAPITALS. If not completed, the chairman of Annual General Meeting will act as your proxy.
4. The above description of the proposed ordinary resolutions is by way of summary only. The full text appears in the notice of the Annual General Meeting.
5. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, PLEASE TICK THE BOX MARKED "For". IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, PLEASE TICK THE BOX MARKED "Against". Failure to tick a box will entitle your proxy to cast your vote at his/her discretion or to abstain. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the Annual General Meeting other than those referred to in the notice of Annual General Meeting.
6. The instrument appointing a proxy shall be in writing and shall be executed under the hand of the appointor or of his attorney duly authorised in writing or, if the appointor is a corporation, either under its seal or under the hand of an officer, attorney or other person duly authorised to sign the same.
7. In the case of joint holders of any Share, any one of such persons may vote at the above Annual General Meeting, either personally or by proxy, in respect of such Share as if he/she were solely entitled thereto. However, if more than one of such joint holders be present at the above Annual General Meeting personally or by proxy, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the vote(s) of the other joint holder(s) and for this purpose seniority shall be determined as that one of the said person s so present whose name stands first on the register of members of the Company in respect of such Share.
8. To be valid, this form of proxy must be completed, signed and deposited at the Hong Kong branch share registrar of the Company, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, together with the power of attorney or other authority (if any) under which it is signed (or a notarially certified copy thereof), not less than 48 hour s before the time for holding the Annual General Meeting. The completion and return of the form of proxy shall not preclude shareholders of the Company from attending and voting in person at the Annual General Meeting (or any adjourned meeting thereof) if they so wish.
9. A proxy need not be a shareholder of the Company.
10. Completion and return of this form of proxy will not preclude you from attending and voting in person at the Annual General Meeting or at any adjournment thereof (as the case maybe) should you so wish, and in such event, the form of proxy shall be deemed to be revoked.