China Graphite Group Limited — Proxy Solicitation & Information Statement 2026

Apr 13, 2026

China Graphite Group Limited

中国石墨集团有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 2237)

FORM OF PROXY FOR THE ANNUAL GENERAL MEETING

TO BE HELD ON 18 MAY 2026

(OR ANY ADJOURNMENT THEREOF)

Number of shares to which this form of proxy relates (Note 1)

I/We (Note 2)

of

being the registered holder(s) of shares in the issued share capital of China Graphite Group Limited (the "Company") hereby appoint the chairman of the meeting (Note 3) or

of

as my/our proxy to attend, act and vote for me/us and on my/our behalf as directed below at the annual general meeting (the "AGM") of the Company to be held at Room 604, 6/F, Infinitus Plaza, 199 Des Voeux Road Central, Hong Kong on Monday, 18 May 2026 at 10:00 a.m. (or any adjournment thereof).

Please tick $(“√”)$ the appropriate boxes to indicate how you wish your vote(s) to be cast (Note 4).

ORDINARY RESOLUTIONS		FOR	AGAINST
1.	To receive, consider and adopt the audited consolidated financial statements and the reports of the directors (the “Director(s)”) and independent auditor of the Company for the year ended 31 December 2025.
2.	(a) To re-elect the following retiring Directors:
	(i) Mr. Zhao Liang as an executive Director; and
	(ii) Ms. Zhao Jingran as an independent non-executive Director.
	(b) To authorise the board (the “Board”) of Directors to fix the respective Directors’ remuneration.
3.	To re-appoint PricewaterhouseCoopers as auditor of the Company and authorise the Board to fix their remuneration.
4.	To grant a general mandate to the Directors to repurchase shares of the Company (the “Shares”) not exceeding 10% of the total number of issued Shares as at the date of passing of this resolution.
5.	To grant a general mandate to the Directors to allot, issue and otherwise deal with additional Shares not exceeding 20% of the total number of issued Shares as at the date of passing of this resolution.
6.	Conditional upon passing of resolutions no. 4 and 5, to extend the general mandate granted to the Directors pursuant to resolution no. 5 to allot, issue and otherwise deal with additional Shares in the capital of the Company by the aggregate number of the Shares repurchased by the Company under resolution no. 4.

Date: 2026

Signature(s) (Notes 5)

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Notes:

1. Please insert the number of Shares to which this form of proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all the Shares registered in your name(s). If more than one proxy is appointed, the number of Shares in respect of which each such proxy so appointed must be specified.

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

3. If any proxy other than the chairman of the meeting is preferred, please strike out the words “the chairman of the meeting” and insert the name and address of the proxy desired in the space provided. Any shareholder of the Company entitled to attend and vote at the AGM is entitled to appoint a proxy or, if a shareholder who is the holder of two or more shares may appoint more than one proxy to attend and vote instead of him/her/it. A proxy needs not be a shareholder of the Company. Every shareholder present in person or by proxy shall be entitled to one vote for each share held by him/her/it.

4. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, PLEASE TICK (“✓”) THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST A RESOLUTION, PLEASE TICK (“✓”) THE BOX MARKED “AGAINST”. If no direction is given, your 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 convening the AGM.

5. This form of proxy must be signed by you or your attorney duly authorised in writing. In case of a corporation, the same must be either under its common seal or under the hand of an officer or attorney so authorised. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

6. In case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of 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.

7. In order to be valid, the form of proxy and, if requested by the Board, the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of that power or authority, must be deposited at the Company's share registrar in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than 48 hours before the time appointed for the holding of the AGM (i.e. not later than 10:00 a.m. on Saturday, 16 May 2026) or any adjournment thereof.

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

9. References to time and dates in this form of proxy are to Hong Kong time and dates.

PERSONAL INFORMATION COLLECTION STATEMENT

Your supply of your and your proxy's (or proxies') name(s) and address(es) is on a voluntary basis for the purpose of processing your request for the appointment of a proxy (or proxies) and your voting instructions for the AGM of the Company (the “Purposes”). We may transfer your and your proxy's (or proxies') name(s) and address(es) to our agent, contractor, or third party service provider who provides administrative, computer and other services to us for use in connection with the Purposes and to such parties who are authorised by law to request the information or are otherwise relevant for the Purposes and need to receive the information. Your and your proxy's (or proxies') name(s) and address(es) will be retained for such period as may be necessary to fulfil the Purposes. Request for access to and/or correction of the relevant personal data can be made in accordance with the provisions of the Personal Data (Privacy) Ordinance and any such request should be in writing by mail to the Company at Unit 12, 23/F, Seapower Tower, Concordia Plaza, No. 1 Science Museum Road, Tsim Sha Tsui, Kowloon, Hong Kong or Privacy Compliance Officer of Tricor Investor Services Limited at the above address.