Graphex Group Limited — Proxy Solicitation & Information Statement 2022

Apr 28, 2022

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GRAPHEX GROUP LIMITED 烯石電動汽車新材料控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 6128)

PROXY FORM FOR THE ANNUAL GENERAL MEETING TO BE HELD ON 29 JUNE 2022

I/We [(Note][1)] of being the registered holder (s) of [(Note][2)] shares (the “ Shares ”) of HK$0.01 each in the share capital of Graphex Group Limited (烯石電動汽車新材料控股有限公司) (the “ Company ”) , hereby appoint the Chairman of the annual general meeting of the Company (the “ Meeting ”) , or [(Note][3)] of

to act as my/our proxy to attend and act for me/us and on my/our behalf at the Meeting to be held at 11/F, COFCO Tower, 262 Gloucester Road, Causeway Bay, Hong Kong on Wednesday, 29 June 2022 at 2:30 p.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 Meeting and at the Meeting (or at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of such resolutions as hereunder indicated, and, if no such indication is given, as my/our proxy thinks fit.

		ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	FOR (Note 4)	FOR (Note 4)	AGAINST (Note 4)	AGAINST (Note 4)
	1.	To receive and consider the audited financial statements and the reports of the
		directors and the auditors	of the Company for the year ended 31 December 2021
	2.	(a)To re-elect Mr. Yang Liu as an executive director of the Company
		(b)To re-elect Ms. Tam Ip		Fong Sin as an independent non-executive director
		of the Company
		(c)To re-elect Mr. Wang Yuncai as an independent non-executive director of
		the Company
		(d)To re-elect Mr. Liu	Kwong Sang as an independent non-executive director
		of the Company
	3.	To authorise the board of directors of the Company (the “Board”) to fix the
		remuneration of all the	directors of the Company for the year ending 31
		December 2022
	4.	To re-appoint Crowe (HK) CPA Limited as the auditors of the Company and to
		authorise the Board to fix their remuneration for the year ending 31 December
		2022
	5.	To grant a general mandate to		the directors of the Company to repurchase shares
		of the Company not exceeding 10% of the aggregate nominal amount of the
		existing issued share capital
	6.	To grant a general mandate to the directors of the Company to allot, issue and
		deal with additional shares in		the Company not exceeding 20% of the aggregate
		nominal amount of the existing issued share capital
	7.	To extend the general mandate granted to the directors of the Company to allot,
		issue and deal with shares by		the number of shares repurchased

Dated the day of 2022 Shareholder’s signature [(Note][5)]

Notes:

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

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

3. If any proxy other than the Chairman of the Meeting is preferred, strike out “the Chairman of the annual general meeting of the Company (the “ Meeting ”), or” and insert the name and address of the proxy desired in the space provided. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIATED BY THE PERSON WHO SIGNS IT.

4. IMPORTANT: If you wish to vote for a resolution, tick in the box marked “For”. If you wish to vote against a resolution, tick in the box marked “Against”. If no direction is given, your proxy may vote or abstain as he/she thinks fit. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the Meeting other than referred to the notice convening the Meeting.

5. 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 an officer, attorney or other person duly authorised to sign the same.

6. In order to be valid, this form of proxy together with the notarially certified power of attorney (if any) or other authority (if any) under which it is signed or a notarially certified copy thereof, must be lodged with the branch share registrar of the Company, Tricor Investor Services Limited, Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for holding of the Meeting or the adjourned Meeting.

7. In the case of joint holders, the vote of the senior who tenders a vote, whether in person or proxy, will be accepted to the exclusion of the votes of the 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. The proxy need not be a member of the Company but must attend the Meeting in person to represent you.

9. Completion and return of this form will not preclude you from attending and voting at the Meeting if you so wish. If you attend and vote at the Meeting, the authority of your proxy will be revoked.