China Its Holdings Co., Ltd.HKEX: 1900

Form of proxy for the annual general meeting

· Issued by China Its Holdings Co., Ltd.

I/We(note 1)

China ITS (Holdings) Co., Ltd.

中 国 智 能 交 通 系 统( 控 股 )有 限 公 司

(incorporated in the Cayman Islands with limited liability)

(Stock code: 1900)

FORM OF PROXY FOR THE ANNUAL GENERAL MEETING TO BE HELD ON

22 MAY 2015 AND ANY ADJOURNMENT THEREOF

of being the registered holder(s) of (note 2) ordinary shares of HK$0.0002 each (the ''Shares'') in the capital of CHINA ITS (HOLDINGS) CO., LTD (the ''Company''), HEREBY APPOINT the chairman of the annual general meeting or(note 3)

of or failing him/her of

as my/our proxy/proxies to vote and act for me/us at the annual general meeting of the Company (the ''Annual General Meeting'') (and at any adjournment

thereof) to be held at 17th Floor, West Tower, World Financial Center, Beijing, PRC on Friday, 22 May 2015 at 2 : 00 p.m. in respect of the resolutions listed in the notice of the Annual General Meeting as indicated hereunder, with or without any amendment. Failure to complete the boxes will entitle my/our proxy/ proxies to vote or abstain at his/her discretion.

3. To authorise the board of directors of the Company to fix the remuneration of the directors.

Signature(note 5) Date:

Notes:
1. Full name(s) and address(es) must be inserted in BLOCK CAPITALS. The names of all joint holders should be stated.
2. Please insert the number of shares in the Company registered in your name(s) to which this proxy form relates. Failure to fill in the aforesaid number of shares will result in this form of proxy being deemed to relate to all the shares in the Company registered in your name(s).
3. If any proxy other than the Chairman is preferred, strike out ''THE CHAIRMAN OF THE ANNUAL GENERAL MEETING or'' herein inserted and insert the name and address of the proxy desired in the space provided. A shareholder is entitled to appoint one or more proxies to attend and vote at the Annual General Meeting. The proxy or proxies need not be a member of the Company. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.
4. IMPORTANT: If you wish to vote for the resolutions, please tick the appropriate boxes marked ''For''. If you wish to vote against any resolutions, please tick the appropriate boxes marked ''Against''. Failure to complete any or all boxes will entitle your proxy to cast his/her votes at his/her discretion. 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 convening the Annual General Meeting.
5. This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of corporation, must be either under its common seal or under the hand of an officer or attorney duly authorised.
6. In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holder(s), and for this purpose seniority will be determined by the order in which the names stand in the register of members of the Company.
7. To be valid, this form of proxy, together with the power of attorney (if any) or other authority (if any) under which it is signed or a notarially certified copy thereof, must be deposited at the Company's branch share registrar in Hong Kong, Union Registrars Limited at A18/F., Asia Orient Tower, Town Place, 33 Lockhart Road, Wanchai, Hong Kong not less than 48 hours before the commencement of the Annual General Meeting or any adjournment thereof (as the case may be).
8. Completion and delivery of this form of proxy will not preclude you from attending and voting at the Annual General Meeting or any adjournment thereof if you so wish. In such event, this form of proxy will be deemed to be revoked.
9. The proxy need not be a member of the Company but must attend the Annual General Meeting in person to represent you.

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