Dufu Liquor Group Limited — Proxy Solicitation & Information Statement 2011

Sep 22, 2011

China Environmental Energy Investment Limited

(Incorporated in Bermuda with limited liability)

(Stock Code: 986)

FORM OF PROXY FOR SPECIAL GENERAL MEETING

I/We[(Note 1)]

of

being the registered holder(s) (the “ Shareholder(s) ) of[(Note 2)]

ordinary share(s) (the “ Shares ”) of HK$0.01 each in the capital of China Environmental Energy Investment Limited (the “ Company ”) hereby appoint the chairman of the meeting or[(Note 4)] of to act as my/our proxy to attend and act for me/us and on my/our behalf at the special general meeting (the “ SGM ”) of the Company to be held at Falcon Room II, Gloucester Luk Kwok Hong Kong, 72 Gloucester Road, Wanchai, Hong Kong on Thursday, 13 October 2011 at 10:00 a.m. , or at any adjournment thereof for the purpose of considering and, if thought fit, passing the resolutions as set out in the notice convening the SGM and to vote on my/our behalf as hereunder indicated or, if no such indication is given, as my/our proxy thinks fit. My/our proxy will also be entitled to vote on any matters properly put to the SGM in such manner as he/she thinks fit.

	ORDINARY RESOLUTION	ORDINARY RESOLUTION	FOR (Notes 5＆6)	AGAINST (Notes 5＆6)
	1	“THAT(a)the Sale and Purchase Agreement (the “Sale and Purchase Agreement”) dated 9 May 2011 and the SupplementalAgreement dated 14 September 2011 (the “Supplemental Agreement”)),both entered into between Lucky StartHoldings Limited, All Prosper Group Limited, Triumph Return Holdings Limited and Jia Sheng Holdings Limitedtogether as the vendors (collectively the “Vendors”), China Environment Energy Investment Limited as the purchaserand Mr. Lu Weikang（陸衛康）, Mr. Tang Guoming（唐國明）, Ms. Ng Hiu Ying（吳曉瑛）and Mr. Hue KwokChiu（許國釗）as the Vendors’ guarantors in relation to the acquisition of 80% of the issued share capital in IdealMarket Holdings Limited (the “Acquisition”) at a consideration of HK$850,000,000, of which HK$300,000,000 to besatisfied by cash payment, HK$260,000,000 by means of issue of the promissory note(s) (“Promissory Note(s)”) andHK$290,000,000 by means of issue of convertible note(s) (“Convertible Note(s)”) and all transactions contemplatedunder the Sale and Purchase Agreement (as supplemented by the Supplemental Agreement) be and are hereby approved,confirmed and ratified;(b)the execution, delivery and performance of the Sale and Purchase Agreement, the Supplemental Agreement and alldocuments, deeds and agreements contemplated thereunder or incidental thereto by the Company be and are herebyapproved, confirmed and ratified;(c)the Acquisition and all the transactions contemplated under or incidental to the Sale and Purchase Agreement (assupplemented by the Supplemental Agreement) and all actions taken or to be taken by the Company and/or itssubsidiaries pursuant thereto be and are hereby approved, confirmed and ratified;(d)subject to the fulfillment or waiver of the conditions set out in the Sale and Purchase Agreement (as supplemented bythe Supplemental Agreement), any director of the Company (the “Director”) be and is hereby authorised to issue theConvertible Note(s) in the aggregate principal amount of HK$290,000,000 and to issue the Promissory Note(s) in theaggregate principal amount of HK$260,000,000 in accordance with the terms and conditions of the Sale and PurchaseAgreement (as supplemented by the Supplemental Agreement);(e)any Director be and is hereby authorised to allot and issue such number of new ordinary shares of HK$0.01 each in theshare capital of the Company as may be required to be allotted and issued upon the exercise of the conversion rightsattached to the Convertible Note(s) or part thereof to the relevant holder(s) of the Convertible Note(s); and(f)any Director be and is hereby authorized to sign, execute, perfect, deliver and do all such documents, deeds, acts,matters and things, as the case may be, as he may in his discretion consider necessary or expedient to carry out andimplement the Sale and Purchase Agreement (as supplemented by the Supplemental Agreement) and all the transactionscontemplated thereunder into full effect.”

Date:

day of 2011 Signature(s)[(Note 5)] :

Notes:
1.	Full name(s) and address(es) to be inserted inBLOCK 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).
3.	Any member of the Company entitled to attend and vote at the meeting is entitled to appoint another person as his/her proxy to attend and vote instead of him/her, and the proxy need not be a member of the Company
	but must attend the meeting in person to represent the member.

1. If any proxy other than the Chairman is preferred, strike out the words “ THE CHAIRMAN OF THE MEETING ” here inserted and insert the name and address of the proxy desired in the space provided. A member of the Company who is the holder of two or more shares may appoint more than one proxy to attend and vote on his/her behalf at the meeting provided that if more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE MEETING WILL ACT AS YOUR PROXY. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

2. Please refer to the notice of meeting for the full text of the resolutions(s). IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTIONS, TICK THE APPROPRIATE BOXES MARKED “FOR”. IF YOU WISH TO VOTE AGAINST ANY RESOLUTIONS, TICK THE APPROPRIATE BOXES MARKED “AGAINST” . Failure to complete any or all the boxes will entitle your proxy to cast his/her votes at his discretion. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the meeting other than those referred to in the notice convening the meeting.

3. A person entitled to more than one vote on a poll need not use all his/her votes or cast all the votes he/she uses in the same way and in such cases, please state the relevant number of shares in the appropriate box(es) above.

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

5. To be valid, this form of proxy 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 Company’s branch share registrar in Hong Kong, Tricor Tengis Limited, at 26/F., Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time fixed for holding this meeting or the adjourned meeting.

6. All resolutions will be put to vote by way of poll at the meeting. Every member of the Company present in person (in the case of a member being a corporation, by its duly authorized representative) or by proxy shall have one vote for every fully paid share of which he is the holder.

7. In the 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.

8. Completion and delivery of the form of proxy will not preclude you from attending and voting at the meeting and, in such event, the form of proxy shall be deemed to be revoked.

• For identification purposes only