China Dongxiang (Group) Co., Ltd. — Proxy Solicitation & Information Statement 2023

Jul 28, 2023

China Dongxiang (Group) Co., Ltd. 中國動向（集團）有限公司

(Incorporated in the Cayman Islands with limited liability)

Number of shares to which this proxy form relates[(note][1)]

(Stock Code: 3818)

FORM OF PROXY FOR EXTRAORDINARY GENERAL MEETING 2023

I/We[(note][2)]

of

being the registered holder(s) of ordinary shares of HK$0.01 each (the ‘‘Shares’’) in the capital of CHINA DONGXIANG (GROUP) CO., LTD. (the ‘‘Company’’), hereby APPOINT THE CHAIRMAN OF THE[3)] EXTRAORDINARY GENERAL MEETING or[(note] of

as my/our proxy to vote and act for me/us at Extraordinary General Meeting of the Company (‘‘EGM’’) (and at any adjournment thereof) to be held at G/F., Lobby Area, Building 21, No. 2 Jingyuanbei Street, Beijing Economic-Technology Development Area, Beijing, the People’s Republic of China on 16 August 2023 at 10: 30 a.m. in respect of the resolution listed in the notice of the EGM as indicated hereunder. Failure to complete the boxes will entitle my/our proxy to vote or abstain at his/her own discretion.

RESOLUTION FOR[(note][4)] AGAINST[(note][4)]

ORDINARY RESOLUTION 1. (a) the agreement dated 30 June 2023 entered into between Gaea Sports Limited (‘‘Gaea’’) and Mai Sheng Yue He Sportswear Company Limited* (邁盛悅合體育用品有限公司) (‘‘Mai Sheng Yue He’’) regulating the terms for the supply of goods from Gaea to Mai Sheng Yue He, or their respective subsidiaries, the transactions contemplated thereunder and the proposed annual caps for each of the period of the twelve months ending 31 March 2025, the twelve months ending 31 March 2026 and the twelve months ending 31 March 2027 be and are hereby approved, confirmed and ratified; and (b) the directors of the Company be and are hereby authorised to do all such acts and things and to sign and execute all such documents, instruments and agreements for and on behalf of the Company as they may consider necessary, appropriate, desirable or expedient to give effect to or in connection with paragraph (a) of this resolution.

[5)] Signature[(note] :

Date:

Notes:

1. 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).

2. Full name(s) and address(es) must be inserted in BLOCK CAPITALS. The names of all joint holders should be stated.

1. If any proxy other than the Chairman is preferred, strike out ‘‘THE CHAIRMAN OF THE EXTRAORDINARY GENERAL MEETING or’’ 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 EGM. The proxy or proxies need not be a member of the Company. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALED BY THE PERSON WHO SIGNS IT.

1. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, TICK (√) THE BOX MARKED ‘‘FOR’’ BESIDE THE APPROPRIATE RESOLUTION. IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, TICK (√) THE BOX MARKED ‘‘AGAINST’’ BESIDE THE APPROPRIATE RESOLUTION. Failure to complete any or all the boxes for each item will entitle your proxy to cast his/her vote(s) or abstain at his/her discretion.

1. 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.

2. In the case of joint holders of any Shares, 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.

3. 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 with Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the commencement of the EGM or any adjournment thereof.

4. Completion and delivery of this form of proxy will not preclude you from attending and voting at the EGM or any adjournment thereof if you so wish.

5. The description of the resolutions in this form is by way of summary only. Please refer to the notice of the EGM dated 31 July 2023 for the full text of these resolutions.