Baoye Group Company Limited — Proxy Solicitation & Information Statement 2014

Apr 24, 2014

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(Stock Code: 2355)

Proxy Form for the Annual General Meeting

No. of shares to which this proxy relates[1] Type of shares (Domestic Shares or H Shares of the Company) to which this 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(ies) 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 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 RESOLUTIONS	ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS			For5	Against5	Against5
1	To consider and approve the report		of the board (the “Board”) of directors (the
	“Directors”) of the Company for the year			ended 31 December 2013
2	To consider and approve the	report of		the Supervisory Committee of the
	Company for the year ended 31	December 2013
3	To consider and approve the audited consolidated financial statements of the
	Company and its subsidiaries (collectively, the “Group”) and the report of the
	auditors of the Company for the year ended 31 December 2013
4	To authorise the Board to decide the matters relating to the payment of final
	dividend for the year ended 31 December			2013
5A	To re-appoint PricewaterhouseCoopers as			the Company’s international auditors
	and to authorise the Board to fix their remuneration
5B	To re-appoint PricewaterhouseCoopers Zhongtian CPAs as the Company’s PRC
	statutory auditors and to authorise the Board to fix their remuneration
6	To consider and approve the	re-election of the Company’s fifth Board			of
	Directors
6A	To consider and approve the re-election			of Mr. Pang Baogen as an executive
	Director of the Company and to	authorise the Board to fix his remuneration
6B	To consider and approve the re-election of Mr. Gao Lin as an executive Director
	of the Company and to authorise the Board to fix his remuneration
6C	To consider and approve the re-election of Mr. Gao Jiming as an executive
	Director of the Company and to	authorise the Board to fix his remuneration
6D	To consider and approve the re-election of Mr. Gao Jun as an executive Director
	of the Company and to authorise the Board to fix his remuneration

• For identification purposes only

		ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS			For5	Against5
	6E	To consider and approve the re-election of Mr. Jin Jixiang as an				executive
		Director of the Company and to authorise the Board to fix his remuneration
	6F	To consider and approve the re-election	of Mr. Fung Ching, Simon, as a
		non-executive Director of the Company and to authorise the Board				to fix	his
		remuneration
	6G	To consider and approve the re-election of	Mr. Chan Yin Ming, Dennis as				an
		independent non-executive Director of the Company and to authorise				the Board
		to fix his remuneration
	6H	To consider and approve the re-election of Mr. Wang Youqing			as an independent
		non-executive Director of the Company and to authorise the Board				to fix	his
		remuneration
	6I	To consider and approve the re-election of Mr. Zhao Rulong as an independent
		non-executive Director of the Company and to authorise the Board				to fix	his
		remuneration
	7	To consider and approve the election of	the Company’s		fifth Supervisory
		Committee
	7A	To consider and approve the re-election of Mr. Kong Xiangquan as a supervisor
		of the Company and to authorise the Board to fix		his remuneration
	7B	To consider and approve the election of Mr. Xu		Gang as a	supervisor of		the
		Company and to authorise the Board to fix his remuneration
	7C	To consider and approve the election of Mr. Wang		Jianguo as a supervisor of			the
		Company and to authorise the Board to fix his remuneration
	7D	To consider and approve the re-election of Mr. Li Yongsheng as an independent
		supervisor of the Company and to authorise the Board to fix his remuneration
	7E	To consider and approve the re-election of Mr. Zhang Xindao			as an independent
		supervisor of the Company and to authorise the Board to fix his remuneration
	8	To consider and approve any motion proposed by any shareholder of					the
		Company holding 5% or more of the share with voting rights			at such meeting, if
		any
		SPECIAL RESOLUTIONS
	9	To consider and approve the amendments to the articles of association (Details
		of which are set out in the circular of the Company dated on 25 April				2014)
	10	To consider and approve the general mandate to allot and issue new shares
	11	To consider and approve the general mandate to repurchase H shares

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 proxy form. If no number is inserted, this 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. 4. 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 PROXY FORM MUST BE INITIALLED BY THE PERSON(S) WHO SIGN(S) IT.

3. 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.

4. In the case of joint holders, the vote of the senior who tenders as 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.

5. This 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 proxy form is signed by your attorney, the written authorisation or other authorisation documents of such attorney should be notarised.

6. In order to be valid, the 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 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 proxy form.

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