Green Tea Group Limited — Proxy Solicitation & Information Statement 2025

Jun 3, 2025

Green Tea Group Limited
綠茶集團有限公司
(Incorporated in Cayman Islands with limited liability)
(Stock code: 6831)

FORM OF PROXY FOR USE AT ANNUAL GENERAL MEETING
TO BE HELD ON THURSDAY, 26 JUNE 2025

I/We (Note 1)
of
being the registered holder(s) of ___ share(s) (Note 2) of US$0.00002 each
in the capital of Green Tea Group Limited (the “Company”) hereby appoint the Chairman of the annual general meeting (the “Meeting”) of the
Company or (Note 3)
of
as my/our proxy(ies) to attend and vote for me/us and on my/our behalf at the Meeting to be held at Conference Room 1, 3/F, Building 2, Yunqi Center,
No. 369, Qingchuan Street, Xihu District, Hangzhou, Zhejiang, PRC on Thursday, 26 June 2025 at 1:00 p.m. (and any adjournment thereof) for the
purposes of considering and, if thought fit, passing the resolutions as set out in the notice of the Meeting (the “Notice”) and at the Meeting (and at any
adjournment thereof) to vote for me/us and in my/our name(s) in respect of the resolutions as indicated below (Note 4).

ORDINARY RESOLUTIONS		FOR (Note 4)	AGAINST (Note 4)
1.	To receive and adopt the audited consolidated financial statements of the Company for the year ended 31 December 2024 as disclosed in the prospectus of the Company dated 8 May 2025.
2.	(a) To re-elect the following persons who are due to retire at the Annual General Meeting as the directors of the Company (the “Directors”):
	(i) Mr. Wang Qinsong as an executive Director;
	(ii) Ms. Yu Liying as an executive Director;
	(iii) Mr. Wang Jiawei as an executive Director;
	(iv) Ms. Lu Changmei as a non-executive Director;
	(v) Mr. Liu Sheng as a non-executive Director;
	(vi) Ms. Xu Ruijie as a non-executive Director;
	(vii) Mr. Shao Xiaodong as an independent non-executive Director;
	(viii) Mr. Bruno Robert Mercier as an independent non-executive Director; and
	(ix) Mr. Fan Yongkui as an independent non-executive Director.
	(b) To authorize the board of Directors of the Company (the “Board”) to fix the Directors’ remuneration.
3.	To re-appoint KPMG as auditor of the Company and to authorize the Board to fix its remuneration.
4.	(A) To grant a general mandate to the Directors to allot, issue and deal with additional shares of the Company (including any sale or transfer of treasury shares) not exceeding 20% of the issued shares of the Company (excluding treasury shares, if any).
	(B) To grant a general mandate to the Directors to repurchase shares of the Company not exceeding 10% of the issued shares of the Company.
	(C) To extend the general mandate granted to the Directors to allot, issue and deal with shares by the number of shares repurchased by the Company.

Notes:
1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS.
2. 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).
3. If any proxy other than the Chairman of the Annual General Meeting is preferred, strike out the words “THE CHAIRMAN OF THE ANNUAL GENERAL 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 INITIALLED BY THE PERSON WHO SIGNS IT.
4. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTIONS, TICK THE APPROPRIATE BOXES MARKED “FOR”. IF YOU WISH TO VOTE AGAINST THE RESOLUTIONS, TICK THE APPROPRIATE BOXES MARKED “AGAINST”. Failure to tick any or all the boxes will entitle your proxy to cast his votes at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the Meeting.
5. Any shareholder entitled to attend and vote at the Meeting is entitled to appoint one or more proxies to attend and vote in his/her stead. A proxy need not be a shareholder of the Company.
6. To be valid, this form of proxy together with the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy thereof, shall be lodged at the Company's Hong Kong branch share registrar Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than 48 hours before the time for holding the Meeting or any adjournment thereof.
7. 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 seal or under the hand of an officer, attorney or other person duly authorized to sign the same.
8. In the case of joint holders of any shares, any one of such joint holders may vote at the above Meeting, either personally or by proxy, in respect of such shares as if he were solely entitled thereto. However, if more than one of such joint holders is present at the Meeting, either personally or by proxy, the vote of the joint holder whose name stands first in the Register of Members and who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holder(s).
9. On a poll, every shareholder present in person or by proxy shall be entitled to one vote for each share registered in his/her name. The result of such poll shall be deemed to be the resolution of the Meeting at which the poll was so taken.
10. Completion and delivery of this form of proxy will not preclude you from attending and voting at the Meeting if you so wish. In such event, the instrument appointing a proxy shall be deemed to be revoked.