Green Energy Group Limited — Proxy Solicitation & Information Statement 2010

May 27, 2010

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)

SECOND PROXY FORM

Form of proxy for use by shareholders at the annual general meeting to be held at 3:30 p.m. on Monday, 14 June 2010 at Crown Room, 8/F, The Dynasty Club, South West Tower, Convention Plaza, 1 Habour Road, Wanchai, Hong Kong

I/We (note a) of being the holder(s) of (note b) shares of HK$0.10 each (“ Shares ”) of Green Energy Group Limited (the “ Company ”) hereby appoint the Chairman of the annual general meeting of the Company (the “ Meeting ”) or of to act as my/our proxy (note c) at the Meeting to be held at 3:30 p.m. on Monday, 14 June 2010 at Crown Room, 8/F, The Dynasty Club, South West Tower, Convention Plaza, 1 Harbour Road, Wanchai, 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.

		FOR(notes d and e)	AGAINST(notes d and e)
1.	To receive and consider the audited financial statements and the reports of the directors andauditors of the Companyfor theyear ended 31 December 2009
2.	(a)To re-elect Mr. YipWai LeungJerryas the executive director
	(b)To re-elect Mr. Fan Xiaomin as the executive director
	(c)To re-elect Mr. So Yin Wai as independent non-executive director
	(d)To authorise the board of directors to fix the remunerations of directors
3.	To re-appoint Hopkins CPA Limited as the Company’s auditors and to authorise the board ofdirectors to fix their remuneration
4.	To grant a general and unconditional mandate to the directors of the Company to allot, issue orotherwise deal with additional shares of the Company
5.	Togrant ageneral mandate to the directors of the Companyto repurchase the Company’s shares
6.	To add the nominal amount of the shares repurchased by the Company to the mandate granted tothe directors of the Companyunder resolution no. 5
7.	To approve the renewal of the 10%general limit of the share option scheme of the Company

		FOR(notes d and e)	AGAINST(notes d and e)
1.	To receive and consider the audited financial statements and the reports of the directors andauditors of the Companyfor theyear ended 31 December 2009
2.	(a)To re-elect Mr. YipWai LeungJerryas the executive director
	(b)To re-elect Mr. Fan Xiaomin as the executive director
	(c)To re-elect Mr. So Yin Wai as independent non-executive director
	(d)To authorise the board of directors to fix the remunerations of directors
3.	To re-appoint Hopkins CPA Limited as the Company’s auditors and to authorise the board ofdirectors to fix their remuneration
4.	To grant a general and unconditional mandate to the directors of the Company to allot, issue orotherwise deal with additional shares of the Company
5.	Togrant ageneral mandate to the directors of the Companyto repurchase the Company’s shares
6.	To add the nominal amount of the shares repurchased by the Company to the mandate granted tothe directors of the Companyunder resolution no. 5
7.	To approve the renewal of the 10%general limit of the share option scheme of the Company

Dated this day of 2010.

Shareholder’s signature (notes f, g and h)

Notes:

• a. Full name(s) and address(es) are to be inserted in BLOCK CAPITALS . 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 second proxy form will be deemed to relate 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 annual general meeting (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.

• e. Where there are joint registered holders of any Share, 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 second proxy form 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 (the “ Closing Time ”).

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

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

• j. IMPORTANT: A SHAREHOLDER OF THE COMPANY (“SHAREHOLDER”) WHO HAS ALREADY LODGED THE FORM OF PROXY WHICH WAS SENT TOGETHER WITH THE CIRCULAR OF THE COMPANY DATED 30 APRIL 2010 (“PROXY FORM”) SHOULD NOTE THAT:

  • (i) The second proxy form lodged with the Hong Kong branch share registrar and transfer office of the Company before the Closing Time will revoke and supersede the Proxy Form previously lodged by him/her. The second proxy form will be treated as a valid form of proxy lodged by the shareholder if correctly completed.

  • (ii) The second proxy form lodged with the Hong Kong branch share registrar and transfer office of the Company after the Closing Time will be invalid, and will revoke the Proxy Form previously lodged by him/her, and any vote that may be cast by the purported proxy (whether appointed under the Proxy Form or the second proxy form) will not be counted in any poll which will be taken on a proposed resolution. Accordingly, the shareholder is advised not to lodge the second proxy form after the Closing Time. If such Shareholder wish to vote at the Meeting, they will have to attend in person and vote at the Meeting by himself/herself.

  • (iii) If no second proxy form is lodged with the Hong Kong branch share registrar and transfer office of the Company, the Proxy Form will remain valid and effective to the fullest extent applicable if correctly completed. The proxy appointed under the Proxy Form will also be entitled to vote at his/her discretion or to abstain from voting on any resolution properly put to the Meeting including the resolution for re-election of the retiring Director whose name was not set out in the Proxy Form.

• For identification purpose only