Baoye Group Company Limited — Proxy Solicitation & Information Statement 2014

May 19, 2014

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(Stock Code: 2355)

Supplemental Proxy Form for the 2013 Annual General Meeting

No. of shares to which this supplemental proxy relates[1] Type of shares (Domestic Shares or H Shares of the Company) to which this supplemental proxy relates[1]

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I/We[2] (of ) being the registered holder(s) of Domestic Share(s)/ H Share(s)[3] in Baoye Group Company Limited* (the “ Company ”) hereby appoint the Chairman of the meeting or[4] (of ) as my/our proxy at the Annual General Meeting (the “ AGM ”) of the Company to be held at 2nd Floor, Baoye Group, No. 501, Shanyin West Road, Keqiao District, Shaoxing City, Zhejiang Province, the People’s Republic of China at 9:00 a.m. on 14 June 2014 or any adjournment thereof and to vote at such meeting or any adjournment thereof in respect of the resolution set out in the supplemental notice of AGM as hereunder indicated on behalf of me/us, or if no such indication is given, as my/our proxy(ies) thinks fit.

		ORDINARY RESOLUTION		For5	Against5	Against5	Against5
	6J	To consider and approve the election of Ms. Jin Juxian as an independent
		non-executive Director of the Company and to authorise the Board to fix her
		remuneration

Date:

Signature(s): Holder(s) of Domestic Shares or H Shares

Notes:

1. Please insert the number of Domestic Shares or H Shares relates to this supplemental proxy form. If no number is inserted, this supplemental proxy form will be deemed to relate to all such shares in the capital of the Company registered in your name(s).

2. Full name(s) (in Chinese and English) and registered address(es) (as shown in the register of member(s)) to be inserted in BLOCK LETTERS . 3. Please delete as appropriate.

3. A proxy need not be a member of the Company. A holder of Domestic Shares or H Shares is entitled to appoint a proxy to attend and vote on his/her behalf. If such an appointment is made, you may delete the words “the Chairman of the meeting or” and insert the name and address of the person appointed as proxy in the space provided. ANY ALTERATION MADE TO THIS SUPPLEMENTAL PROXY FORM MUST BE INITIALLED BY THE PERSON(S) WHO SIGN(S) IT.

4. Please indicate with a “ √ ” in the appropriate space how you wish the proxy to vote on your behalf. If this form is returned duly signed, but without any such indication, the proxy will vote or abstain at his/her discretion. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the AGM other than those referred to in the notice of the AGM and the supplemental notice of the AGM.

5. In the case of joint holders, the vote(s) of the senior who tenders an vote, whether in person or by proxy or by representative, will be accepted to the execution of the votes of the other joint holder(s). For this purpose, seniority is determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.

6. This supplemental proxy form must be signed by you or your attorney duly authorised in writing, or in the case of corporation, must be under its common seal or under the hand of an officer or attorney duly authorised. If the supplemental proxy form is signed by your attorney, the written authorisation or other authorisation documents of such attorney should be notarised.

7. This supplemental proxy form is for the purpose of the supplemental resolution set out in the supplemental notice of the 2013 Annual General Meeting dated 20 May 2014 and only serves as a supplement to the first proxy form. This supplemental proxy form will not affect the validity of any first proxy form duly completed by you. First proxy form will remain valid and effective to the fullest extent applicable if properly completed and lodged with the Company (for holders of Domestic Shares of the Company) or H shares registrar of the Company (for holders of H Shares of the Company).

8. In order to be valid, this supplemental proxy form must be deposited by hand or by post, for holders of H Shares of the Company to the H Shares registrar of the Company, Tricor Tengis Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, and for holders of Domestic Shares of the Company, to the address of the Company at No. 501 Shanyin West Road, Keqiao District, Shaoxing City, Zhejiang Province, the People’s Republic of China (Post Code: 312030) not less than 48 hours before the time for holding the meeting or not less than 48 hours before the time appointed for taking the poll. If the supplemental proxy form is signed by a person under a power of attorney or other authority, a notarially certified copy of that power of attorney or authority shall be deposited at the same time as mentioned in the supplemental proxy form.

9. Completion and delivery of the supplemental proxy form will not preclude you from attending and voting at the AGM, if you so wish.

• For identification purposes only