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

(Stock Code: 0598)

FORM OF PROXY FOR USE AT THE 2020 ANNUAL GENERAL MEETING (OR AT

ANY ADJOURNMENT THEREOF)

No. of Shares to which this Form

of Proxy relates1

Type of Shares (A Shares or H

Shares) to which this Form of

Proxy relates2

I/We3

of

being the registered holder(s) of

A/H Shares1 of RMB1.00 each in the share

capital of Sinotrans Limited (the "Company"), HEREBY APPOINT4 the chairman of the AGM (or at any adjournment thereof), or

ofas my/our proxy

to attend for me/us at the 2020 Annual General Meeting (or at any adjournment thereof) (the "AGM") to be held at 1st Meeting Room, 11th Floor, Building 10/Sinotrans Tower B, No. 5 Anding Road, Chaoyang District, Beijing 100029, the People's Republic of China at 1:30 p.m. on 10 June 2021 for the purpose of considering and, if thought fit, passing the resolutions as set out in the notice of the AGM dated 11 May 2021 (the "Notice") and at the AGM (or at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of the said resolutions as hereunder indicated.

SPECIAL RESOLUTIONS

FOR5

AGAINST5

ABSTAIN5

1.

To consider and approve the general mandate to issue, allot and deal with

Shares.

2.

To consider and approve the general mandate to repurchase H Shares.

3.

To consider and approve the resolution in relation to the Updated Mandate

of the issue of Debt Financing Instruments.

4.

To consider and approve the resolution in relation to the estimated

guarantees of the Company for the year 2021.

ORDINARY RESOLUTIONS

FOR5

AGAINST5

ABSTAIN5

5.

To consider and approve the resolution in relation to the Work Report of

the Board for the year 2020.

6.

To consider and approve the resolution in relation to the Work Report of

the Supervisory Committee for the year 2020.

7.

To consider and approve the resolution in relation to debriefing the Work

Report of the Independent Non-executive Directors for the year 2020.

8.

To consider and approve the resolution in relation to the Final Financial

Accounts Report of the Company for the year 2020.

9.

To consider and approve the resolution in relation to the Annual Report of

the Company and its summary for the year 2020.

10.

To consider and approve the resolution in relation to the financial budget

of the Company for the year 2021.

11.

To consider and approve the resolution in relation to the profit distribution

plan of the Company for the year 2020.

12.

To consider and approve the resolution in relation to the re-appointment of

auditor for the year 2021.

13.

To consider and approve the resolution in relation to the Directors'

remuneration for the year 2020.

14.

To consider and approve the resolution in relation to the renewal of

Liability Insurance for Directors, Supervisors and senior management

members of the Company.

15.

To consider and approve the resolution in relation to the adjustment of

business scope.

16.

To consider and approve the resolution in relation to the amendment to the

Articles of Association.

ORDINARY RESOLUTIONS (CUMULATIVE VOTING)9

FOR5

AGAINST5

ABSTAIN5

  1. To consider and approve the election of the following persons as executive Directors and non-executive Directors of the Company:
    1. Mr. Li Guanpeng be elected as an executive Director of the Company with a term of office from the approval of the Shareholders at the AGM to the date of conclusion of the third session of the Board;
    2. Mr. Song Rong be elected as an executive Director of the Company with a term of office from the approval of the Shareholders at the AGM to the date of conclusion of the third session of the Board;
    3. Mr. Song Dexing be elected as a non-executive Director of the Company with a term of office from the approval of the Shareholders at the AGM to the date of conclusion of the third session of the Board;
    4. Mr. Liu Weiwu be elected as a non-executive Director of the Company with a term of office from the approval of the Shareholders at the AGM to the date of conclusion of the third session of the Board;
    5. Mr. Xiong Xianliang be elected as a non-executive Director of the Company with a term of office from the approval of the Shareholders at the AGM to the date of conclusion of the third session of the Board;
    6. Mr. Jiang Jian be elected as a non-executive Director of the Company with a term of office from the approval of the Shareholders at the AGM to the date of conclusion of the third session of the Board;
    7. Mr. Jerry Hsu be elected as a non-executive Director of the Company with a term of office from the approval of the Shareholders at the AGM to the date of conclusion of the third session of the Board.
  2. To consider and approve the election of the following persons as independent non-executive Directors of the Company:
    1. Mr. Wang Taiwen be elected as an independent non-executive Director of the Company with a term of office from the approval of the Shareholders at the AGM to the date of conclusion of the third session of the Board;
    2. Mr. Meng Yan be elected as an independent non-executive Director of the Company with a term of office from the approval of the Shareholders at the AGM to the date of conclusion of the third session of the Board;
    3. Mr. Song Haiqing be elected as an independent non-executive Director of the Company with a term of office from the approval of the Shareholders at the AGM to the date of conclusion of the third session of the Board;
    4. Ms. Li Qian be elected as an independent non-executive Director of the Company with a term of office from the approval of the Shareholders at the AGM to the date of conclusion of the third session of the Board.

19 To consider and approve the re-appointment of the following persons as Supervisors of the Company:

  1. Mr. Liu Yingjie be re-appointed as a Supervisor of the Company with a term of office from the approval of the Shareholders at the AGM to the date of conclusion of the third session of the Board;
  2. Mr. Zhou Fangsheng be re-appointed as a Supervisor of the Company with a term of office from the approval of the Shareholders at the AGM to the date of conclusion of the third session of the Board;
  3. Mr. Fan Zhaoping be re-appointed as a Supervisor of the Company with a term of office from the approval of the Shareholders at the AGM to the date of conclusion of the third session of the Board.

Signature(s)6

Date

Notes:

  1. 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 the shares in the issued share capital of the Company registered in your name(s).
  2. Please also insert the type of Shares (A Shares or H Shares) to which this form of proxy relates.
  3. Please insert the full name(s) (in Chinese or in English, as shown in the register of members of the Company) and address(es) in BLOCK CAPITAL.
  4. If any proxy other than the chairman is preferred, strike out "the chairman of the AGM (or at any adjournment thereof), or" and insert the name and address of the proxy desired in the space provided. A member may appoint one or more proxies to attend the AGM and vote in his stead. ANY ALTERATION MADE TO THIS FORM
    OF PROXY MUST BE INITIALLED BY THE PERSON(S) WHO SIGN(S) IT.
  1. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, TICK THE BOX MARKED "FOR". IF YOU WISH TO VOTE AGAINST A RESOLUTION, TICK THE BOX MARKED "AGAINST". IF YOU WISH TO ABSTAIN FROM VOTING ON A RESOLUTION, TICK THE BOX MARKED "ABSTAIN". Failure to tick either box will entitle your proxy to cast your vote or abstain at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the AGM other than those referred to in the Notice.
  2. A member of the Company entitled to attend and vote at the AGM convened by the above Notice is entitled to appoint one or more proxies to attend and, on a poll, vote on his behalf. A proxy need not be a member of the Company. Where there are joint registered holders of any share, any one of such persons may vote at the AGM, 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 AGM, personally or by proxy, then one of the persons so present whose name stands first on the register in respect of such share shall alone be entitled to vote in respect thereof.
  3. The instrument appointing a proxy shall be in writing under the hand of the appointer or of his attorney duly authorized by the appointer in writing or if the appointer is a legal person, either under its seal or under the hand of its director or its senior officer or its duly authorized attorney.
  4. In order to be valid, for A shareholders, the form of proxy, together with a duly notarised power of attorney or other document of authority, if any, under which the form is signed must be deposited at the office of the Company at 10th Floor, Building 10/Sinotrans Tower B, No. 5 Anding Road, Chaoyang District, Beijing (Tel: (8610) 5229 5721) not later than 24 hours before the time for holding the AGM. In order to be valid, for H shareholders, the above documents must be deposited at Computershare Hong Kong Investor Services Limited, the Company's H Share Registrar, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong within the same period.
  5. The cumulative voting method shall be adopted for the voting of Resolutions No. 17 to No. 19. The cumulative voting method refers to the voting for the election of directors, independent non-executive directors or supervisors at the general meetings where each share is entitled to the same number of votes which equals to the total number of directors, independent non-executive directors or supervisors to be elected, and shareholders may consolidate their voting rights when casting a vote.

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Sinotrans Limited published this content on 10 May 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 10 May 2021 11:01:02 UTC.