China Shanshui Cement Group Limited — Proxy Solicitation & Information Statement 2016

Dec 30, 2016

CHINA SHANSHUI CEMENT GROUP LIMITED 中國山水水泥集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 691)

FORM OF PROXY FOR USE AT THE EXTRAORDINARY GENERAL MEETING (or at any adjournment thereof)

I/We [(Note][1)] ,

of

being the registered holder(s) of shares [(Note][2)] of US$0.01 each in the capital of CHINA SHANSHUI CEMENT GROUP LIMITED (the “ Company ”), HEREBY APPOINT the chairman of the meeting or [(Note][3)]

of

as my/our proxy to attend for me/us at the extraordinary general meeting (the “ EGM ”) (or any adjournment thereof) of the Company to be held Room 1 and Room 2, United Conference Centre Limited, 10/F., United Centre, 95 Queensway, Admiralty, Hong Kong on Friday, 17 February 2017 at 10 a.m. and at such meeting (or at any adjournment thereof) to vote on my/our behalf in respect of the undermentioned resolutions as indicated below or, if no such indication is given, as my/our proxy thinks fit.

• RESOLUTIONS FOR [(Note][4)] AGAINST [(Note][4)]

• 1. (a) To approve the Placing Agreement and the transactions contemplated thereunder; (b) to grant the Specific Mandate (as defined in the Circular) to the directors of the Company to allot and issue the Placing Shares, subject to and in accordance with the terms and conditions set out in the Placing Agreement; and (c) to authorise the director(s) of the Company to execute any and all such other documents and to do all such acts or things which in the opinion of such Director(s) as may be necessary, desirable or expedient to give effect to the Placing Agreement and the implementation of all transactions contemplated thereunder.[#]
• 1. To grant share options under the Share Option Scheme up to the Refreshed Limit and to exercise all the powers of the Company to allot, issue and deal with shares of the Company pursuant to the exercise of such share options and to do such acts and execute such documents for or incidental to such purpose.[#]

• Full text of the resolutions is set out in the notice dated 30 December 2016 convening the EGM. Dated this day of , 2017. Signature [(Note][5)] : Notes: 1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS . 2. Please insert the number of shares of the Company registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all the shares of the Company registered in your name(s).

• 1. If any proxy other than the chairman of the meeting is preferred, please strike out the words “the chairman of the meeting or” and insert the name and address of the proxy desired in the space provided. Any shareholder may appoint one or more proxies to attend and, on a poll, vote instead of him. A proxy need not be a shareholder of the Company.

1. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, PLEASE TICK IN THE RELEVANT BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST A RESOLUTION, PLEASE TICK IN THE RELEVANT BOX MARKED “AGAINST”. Failure to tick a box will entitle your proxy to cast your vote at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the meeting other than those resolutions referred to above.

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

3. Any vote in respect of the resolutions to be put forward for consideration at the meeting will be taken by poll.

4. Where there are joint holders of any share, any one of such joint holders may vote at the meeting, either in person 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, then one of the said persons so present whose name stands first on the register of shareholders of the Company in respect of such share shall alone be entitled to vote in respect thereof.

5. To be valid, this form of proxy and 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 Company’s branch share registrar and the transfer office 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 EGM or any adjourned meeting thereof.

6. Any alteration made to this form of proxy must be initialled by the person who signs it.

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 EGM of the Company (the ‘Purposes’). The Company 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 the Company 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. You/your proxy (or proxies) has/have the right to request access to and/or correction of the relevant personal data in accordance with the provisions of the Personal Data (Privacy) Ordinance and any such request should be in writing by either one of the following means:

By mail to: Personal Data Privacy Officer

Computershare Hong Kong Investor Services Limited

17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong By e-mail to: hkinfo@computershare.com.hk