China Energy Engineering Corporation Limited — Proxy Solicitation & Information Statement 2021

Mar 22, 2021

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CHINA ENERGY ENGINEERING CORPORATION LIMITED[*]

(A joint stock company incorporated in the People’s Republic of China with limited liability)

(Stock Code: 3996)

PROXY FORM

FOR THE SECOND H SHAREHOLDERS’ CLASS MEETING OF 2021 TO BE HELD ON FRIDAY, 9 APRIL 2021 AND ANY ADJOURNMENT THEREOF

I/We [(Note][1)] of [(Note][2)]

being the registered holder(s) of [(Note][3)] H Shares of RMB1.00 each in the share capital of China Energy Engineering Corporation Limited (the “ Company ”), hereby appoint the Chairman of the meeting [(Note][4)] or of

and/or of

to act as my/our proxy to attend and vote for me/us and on my/our behalf at the second H shareholders’ class meeting of 2021 of the Company to be held at Room 2702, Building 1, No. 26A West Dawang Road, Chaoyang District, Beijing, the PRC on Friday, 9 April 2021 at 11:30 a.m. (or immediately after the conclusion of the second domestic shareholders’ class meeting of 2021 or any adjournment thereof) and any adjournment thereof and to exercise all rights conferred on proxies under laws, regulations and the articles of association of the Company.

I/We wish my/our proxy to vote as indicated below in respect of the resolution to be proposed at the meeting, and if no such indication is given, as my/our proxy thinks fit.

	Special Resolutions	Special Resolutions	For (Note 5)	Against (Note 5)	Abstain (Note 5)
	1.	Resolution on the absorption and merger of CGGC through share swap by theissuance of A shares by the Company meeting the requirements for initial publicoffering and listing
	2.	Resolution on the plan for the absorption and merger of CGGC through shareswap by the issuance of A shares by the Company
		2.1Summary of the plan for the Merger
		2.2Parties to the Merger
		2.3Method of the Merger
		2.4Class and nominal value of shares to be issued under share swap
		2.5Targets of the share swap and registration date of implementation of theMerger
		2.6Conversion price and issue price
		2.7Conversion ratio
		2.8Number of shares to be issued under the share swap
		2.9Listing and trading of A shares of the Company
		2.10Treatment of fractional shares
		2.11Treatment of CGGC shares with restricted rights
		2.12Lock-up period arrangement
		2.13Protection mechanism of rights for dissenting shareholders
		2.14Disposal of claims and debts and protection mechanism of rights forcreditors in respect of the Merger
		2.15Arrangements for the transitional period
		2.16Arrangements for the transfer or closing of related assets in respect ofthe Merger
		2.17Employee settlement
		2.18Transfer arrangement of retained profits
		2.19Validity period of the resolution

* For identification purpose only

Special Resolutions	Special Resolutions	Special Resolutions		For (Note 5)	Against (Note 5)	Abstain (Note 5)
3.
	Resolution on entering into the Agreement on Absorption and Merger throughShare Swap of China Energy Engineering Corporation Limited and ChinaGezhouba Group Stock Company Limited with effective conditions
4.	Resolution on the Articles of Association (Draft) and its appendices applicableafter the listing of A shares of the Company
5.	Resolution on authorization to the Board and its authorised persons to deal withmatters relating to the Merger by the shareholders' general meeting
Signature (Note 6):Notes:		Date:		2021

1. Please insert full name(s) in BLOCK CAPITALS .

2. Please insert full address(es) in BLOCK CAPITALS .

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

4. If a proxy other than the Chairman of the meeting is preferred, cross out the words “the Chairman of the meeting” and insert the full name(s) and address(es) of the proxy (or proxies) desired in the space provided. A member may appoint one or more proxies to attend and vote at the meeting in his stead. If no name is inserted, the Chairman of the meeting will act as your proxy. Any changes made to this proxy form must be initialled by the person who signs it.

5. IMPORTANT: IF YOU WISH TO VOTE FOR THE ABOVE RESOLUTION, TICK THE APPROPRIATE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST THE RESOLUTION, TICK THE APPROPRIATE BOX MARKED “AGAINST”. IF YOU WISH TO ABSTAIN FROM VOTING, TICK THE APPROPRIATE BOX MARKED “ABSTAIN”. Any abstain vote or waiver to vote shall be disregarded as voting rights for the purpose of calculating the result of that resolution. If you return this proxy form without indicating as to how your proxy is to vote on any particular matter, the person appointed as your proxy will exercise his/her discretion as to whether he/she votes and, if so, how and, unless instructed otherwise, he/she may also vote or abstain from voting as he/she thinks fit on any resolution properly put to the meeting other than those referred to in the Notice of the Second H Shareholders’ Class Meeting of 2021.

6. This proxy form must be signed and dated by the Shareholder or his/her attorney duly authorized in writing. If the Shareholder is a company, it shall execute this proxy form under its common seal or by the signature(s) of its legal representative(s) or its directors or (a) person(s) authorized to sign on its behalf. In case of joint holders, only the person whose name stands first on the register of members may attend and vote at the meeting, either in person or by proxy.

7. To be valid, this proxy form, together with the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of such power of attorney or authority, must be completed and delivered to the H Share registrar of the Company, 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong by 10 a.m. on Thursday, 8 April 2021.

8. Completion and return of this proxy form do not affect your right to attend and vote at the meeting in person.

9. A proxy needs not be a Shareholder of the Company but must attend the meeting in person to represent you.