China Environmental Resources Group Limited — Proxy Solicitation & Information Statement 2010

Feb 9, 2010

==> picture [36 x 37] intentionally omitted <==

CHINA ENVIRONMENTAL RESOURCES GROUP LIMITED 中國環境資源集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 01130)

PROXY FORM FOR EXTRAORDINARY GENERAL MEETING TO BE HELD ON TUESDAY, 9 MARCH 2010 OR ANY ADJOURNMENT THEREOF

I/We[1]

of

being the registered holder(s) of[2] share(s) of HK$0.01 each in the capital of China Environmental Resources Group Limited (the “Company”) HEREBY APPOINT

of

or[3] THE CHAIRMAN OF THE MEETING as my/our proxy to attend the Extraordinary General Meeting (the “Meeting”) (or at any adjournment thereof) of the Company to be held at 4th Floor, Opulent Building, 402-406 Hennessy Road, Wanchai, Hong Kong on Tuesday, 9 March 2010 at 10:30 a.m. and vote for me/us and on my/our behalf in respect of the undermentioned resolution (the full text of which as detailed in the notice convening the meeting (the “Notice”) in the manner as indicated below.

	ORDINARY RESOLUTIONFOR4AGAINST4To approve the Agreement, the allotment and issue of ConsiderationShares and the transactions contemplated thereunder

Date: 2010 Signature[5] :

Notes:

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

2. Please insert the number of shares of HK$0.01 each 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 the shares of the Company registered in your name(s).

3. If any proxy other than the Chairman is preferred, strike out “or THE CHAIRMAN OF THE MEETING ” and insert the name and address of the proxy desired in the space provided. ANY ALTERATION MADE TO THIS PROXY FORM MUST BE INITIALLED BY THE PERSON WHO SIGNS IT .

4. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTIONS, PLEASE TICK THE BOX MARKED “FOR” BESIDE THE APPROPRIATE RESOLUTION. IF YOU WISH TO VOTE AGAINST ANY RESOLUTIONS, PLEASE TICK THE BOX MARKED “AGAINST” BESIDE THE APPROPRIATE RESOLUTION . Failure to complete any or all boxes will entitle your proxy to cast or not to cast his votes on the relevant resolutions at his discretion. Your proxy will also be entitled to vote at his discretion on any resolutions properly put to the Meeting other than those referred to in the Notice convening the Meeting.

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

6. Where there are joint registered holders of any share, any one of such persons may vote at the Meeting, either personally or by proxy, in respect of such share as if he were solely entitled thereto, but if more than one of such joint holders be present at the Meeting personally or by proxy, the one of the said persons so present whose name stands first on the register of members in respect of such share shall be entitled to vote in respect thereof.

7. To be valid, the proxy form 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 at the branch share registrars of the Company in Hong Kong, 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 time appointed for holding the Meeting or any adjournment thereof.

8. The proxy need not be a member of the Company but must attend the Meeting in person to represent you.

9. Completion and deposit of the proxy form will not preclude you from attending and voting at the Meeting if you wish.