China Ecotourism Group Limited — Proxy Solicitation & Information Statement 2022

Dec 28, 2022

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China Ecotourism Group Limited 中國生態旅遊集團有限公司

(Incorporated in Bermuda with limited liability)

(Stock Code: 1371)

PROXY FORM

Form of proxy for use at the Special General Meeting to be held on 18 January 2023 or any adjournment thereof

I/We[1]

of

being the registered holder(s) of[2] HEREBY APPOINT THE CHAIRPERSON OF THE MEETING or[3]

shares of HK$0.025 each in the capital of the above-named Company (the “Company”),

of

to act as my/our proxy to attend and on my/our behalf at the Special General Meeting of the Company to be held at Unit 1801, 18/F., Landmark South, 39 Yip Kan Street, Wong Chuk Hang, Hong Kong at 10:30 a.m. on Wednesday, 18 January 2023 (“Special General Meeting” or “Meeting”) or any adjournment thereof for the purpose of considering and, if thought fit, passing the resolutions set out in the notice convening the Special General Meeting and at Meeting or any adjournment thereof to vote for me/us and in my/our name(s) in respect of the resolutions as indicated below or, if no such indication is given, as my/our proxy thinks fit (unless otherwise stated, capitalised terms used in this proxy form shall have the same meanings as those defined in the notice convening the Meeting dated 29 December 2022 (“Notice”).

notice convening the Meeting dated 29 December 2022 (“Notice”).	notice convening the Meeting dated 29 December 2022 (“Notice”).
ORDINARY RESOLUTIONS#		FOR4	AGAINST4
1.	To approve the Share Consolidation of every twenty (20) Existing Shares into one (1)Consolidated Share and to authorise any director of the Company to do all things necessaryfor implementation of the aforesaid.
2.	To approve the Subscription Agreement and the transactions contemplated thereunder,including the grant of Specifc Mandate, and to authorise any director of the Company to doall things necessary for implementation of the aforesaid.

# Please refer to the Notice for the full text of the resolutions.

Dated this day of . Signature(s)[5] :

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS .

2. Please insert the number of shares registered in your name(s) to which this proxy relates. If a number is inserted, this form of proxy will be deemed to relate only to those shares of the Company. If no number is inserted, this form of proxy will be deemed to relate to all the shares in the Company registered in your name(s).

3. If any proxy other than the Chairperson of the Meeting is preferred, please delete the words “ THE CHAIRPERSON OF THE MEETING or” and insert the name and address of the proxy desired in the space provided. A proxy need not be a member of the Company, but must attend the Meeting or any adjournment thereof in person to represent you. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON(S) WHO SIGN(S) IT .

4. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTIONS, TICK IN THE APPROPRIATE BOXES BELOW THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST THE RESOLUTIONS, TICK IN THE BOXES BELOW THE BOX MARKED “AGAINST”. Failure to tick either boxes will entitle your proxy to cast your vote(s) at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the Special General Meeting other than that referred to in the notice convening such meeting.

5. This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must either be under its common seal or under the hand of an officer or attorney or any other person duly authorised to sign this form of proxy.

6. In the case of joint holders of a share, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the vote(s) of the other joint holder(s) and for this purpose seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the share.

7. To be valid, this form of proxy together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy thereof must be deposited at the principal place of business of the Company at Unit 1801, 18/F., Landmark South, 39 Yip Kan Street, Wong Chuk Hang, Hong Kong not later than 48 hours (i.e. 10:30 a.m. on 16 January 2023 (Hong Kong time)) before the time appointed for the holding of the Special General Meeting or any adjournment thereof.

Completion and deposit of this form of proxy will not preclude you from attending and voting in person at the Special General Meeting or any adjournment thereof should you so wish. In the event that you attend the Meeting in person, this form of proxy will be deemed to have been revoked. For health and safety reasons, the Company strongly encourages Shareholders to appoint the Chairman of the Special General Meeting as their proxy as an alternative to attending the Special General Meeting in person.