CMB_1988 — Page 48

I/We

of

CHINA MOTOR BUS COMPANY, LIMITED

PROXY FORM FOR ORDINARY YEARLY MEETING

being a member/members of China Motor Bus Company, Limited hereby appoint

or failing him

of

of

as my/our proxy to vote for me/us

on my/our behalf at the Ordinary Yearly Meeting of the Company to be held on the 9th day of December, 1988 and at any adjournment thereof.

FOR

AGAINST

RESOLUTIONS

1.

To adopt the Statement of Accounts and Reports of The Directors and Auditors for the year ended 30th June, 1988

2.

3.

4.

To declare the final dividend recommended by the Directors

Re-election of Madam NGAN Kit-ling as Director. Re-election of Dr. Henry NGAN as Director. Re-election of Mr. M.T. Geoffrey YEH as Director. Re-election of Mr. LIU Lit-mo as Director. Re-election of Mr. Jimmy TSE Sek-fui as Director. To authorise the Board of Directors to fix Directors' fees

To re-elect Messrs. Peat Marwick as Auditors of the Company at a fee to be agreed with the Directors

Dated this

day of

1988

Signature(s) of Shareholder(s)

Note: A Shareholder entitled to attend and vote at the above Meeting may appoint a proxy to attend and

vote in his place. Such proxy need not be a shareholder of the Company.

To be valid, forms of proxy must be deposited at the Registered Office of the Company not less than forty eight hours before the time for holding the meeting or adjourned meeting.