Green Energy Group Limited — Proxy Solicitation & Information Statement 2006

Sep 22, 2006

GREEN ENERGY GROUP LIMITED 綠色能源科技集團有限公司[*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 979)

PROXY FORM

FORM OF PROXY FOR USE BY SHAREHOLDERS AT THE SPECIAL GENERAL MEETING TO BE HELD AT 9:30 A.M. ON TUESDAY, 10 OCTOBER 2006 AT 41ST FLOOR, JARDINE HOUSE, 1 CONNAUGHT PLACE, CENTRAL, HONG KONG.

I/We [ (note a)] of being the holder(s) of [(note b)] shares of HK$0.10 each of Green Energy Group Limited (the “ Company ”) hereby appoint the Chairman of the special general meeting of the Company (the “ Meeting ”) or of to act as my/our

proxy [(note c)] at the Meeting to be held at 9:30 a.m. on Tuesday, 10 October 2006 at 41st Floor, Jardine House, 1 Connaught Place, Central, Hong Kong. and at any adjournment thereof and to vote on my/our behalf as directed below.

Please make a mark in the appropriate boxes to indicate how you wish your vote(s) to be cast on a poll.

	ORDINARY RESOLUTIONS	**FOR **(notes d and e)	AGAINST(notes d & e)
1.	To approve the “refreshing” of the 10% general limit of the shareoption scheme.
2.	To grant a new general and unconditional mandate to the directors ofthe Company to allot, issue or otherwise deal with the shares notexceeding 20% of the issued share capital of the Company as enlargedby the open offer.
3.	To grant a new general and unconditional mandate to the directors ofthe Company to repurchase the Company’s shares up to 10% of theissued share capital of the Company as enlarged by the open offer.
4.	To add the nominal amount of the shares repurchased by the Companyto the general mandate granted to the directors under resolution no. 2.

Dated this day of 2006.

Shareholder’s signature

[(notes f, g and h)]

Notes:

• a. Full name(s) and address(es) are to be inserted in BLOCK LETTERS . The names of all joint registered holders should be stated. b. Please insert the number of shares registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all the shares in the capital of the Company registered in your name(s).

• c. A proxy need not be a member of the Company. If you wish to appoint some person other than the Chairman of the Meeting as your proxy, please delete the words “the Chairman of the special general meeting of the Company (the “ Meeting ”) or” and insert the name and address of the person appointed in the space provided.

• d. If you wish to vote for any of the resolutions set out above, please tick (“✓”) the boxes marked “For”. If you wish to vote against any resolutions, please tick (“✓”) the boxes marked “Against”. If the form returned is duly signed but without specific direction on any of the proposed resolutions, the proxy will vote or abstain at his discretion in respect of all resolutions; or if in respect of a particular proposed resolution there is no specific direction, the proxy will, in relation to that particular proposed resolution, vote or abstain at his discretion. A proxy will also be entitled to vote at his discretion on any resolution properly put to the meeting other than those set out in the notice convening the meeting.

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

• f. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing, or if the appointor is a corporation, either under seal or under the hand of an officer or attorney duly authorised.

• g. To be valid, this form of proxy together with any power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power or authority must be deposited at the offices of the Company’s Hong Kong branch registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17/F Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong no less than 48 hours before the time for holding the Meeting or any adjournment thereof.

• h. Any alteration made to this form should be initialled by the person who signs the form.

• i. Completion and return of this form of proxy will not preclude you from attending and voting in person at the Meeting or any adjournment thereof if you so wish.

• For identification purposes only