CMB_1992 — Page 60

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 11th day of December, 1992 and at any adjournment thereof.

See Note 1

FOR

AGAINST

RESOLUTIONS

1.

To adopt the Statement of Accounts and Reports of the Directors and Auditors for the year ended 30th June, 1992 and to declare a final dindend.

2a.

To re-elect Madam NGAN Kit-ling as Director.

To re-elect Dr. Henry NGAN as Director.

To re-elect Mr. M.T. Geoffrey YEH as Director.

To re-elect Mr. LIU Lit-mo as Director.

To re-elect Mr. D.A. L. WRIGHT as Director.

COUNCIL PUBLIC NBRARIES I

REFERENCE

LIBRARY

URBA

To re-appoint KPMG Peat Marwick as Addors of the Company at a fee to be agreed with the Directors.

2b.

To fix the Directors' fees.

3.

Dated this

day of

1992

Signature(s) of Shareholder(s)

Notes:

1.

2.

3.

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 or proxies 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.

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