CMB_1990 — Page 12

I/We

of

CHINA MOTOR BUS COMPANY, LIMITED

PROXY FORM FOR EXTRAORDINARY 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 Extraordinary Meeting of the Company to be held on the 7th day of December, 1990 and at any adjournment thereof.

See Note 1

RESOLUTIONS

FOR

AGAINST

1.

To approve the amendments to the Memorandum of Association, conditional upon the Governor's approval.

نه

Notes:

To approve the amendments to the Articles of Association, conditional upon the Governor's approval.

Dated this

day of

1990

Signature(s) of Shareholder(s)

1.

2.

Please indicate with an 'X' in the appropriate space beside each of the resolutions how you wish the proxy to vote on your behalf. In the absence of any such indication, the proxy will vote for or against the resolution or will abstain at his discretion.

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.

3. 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.