Ko Yo Chemical (Group) Limited — Proxy Solicitation & Information Statement 2018

Oct 4, 2018

Ko Yo Chemical (Group) Limited 玖源化工 (集團) 有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 00827)

PROXY FORM FOR THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON FRIDAY, 26 OCTOBER 2018

I/We[1]

of

being the registered holder(s) of[2] ordinary shares capital of Ko Yo Chemical (Group) Limited (the “ Company ”), HEREBY APPOINT[3] the Chairman of the meeting, or

ordinary shares of HK$0.10 each in the

of

as my/our proxy to attend and vote for me/us and on my/our behalf at the extraordinary general meeting (the “ EGM ”) of the Company to be held atpurposesSuite No.of considering02, 31st Floor,and,Sinoif thoughtPlaza, 255-257fit, passingGloucesterthe resolutionRoad, setCausewayout in theBay,noticeHongofKongEGMon(theFriday,“ Notice 26 October”) and at2018suchatmeeting3:00 p.m.(or forat anythe adjournment thereof) to vote for me/us and in the event of a poll to vote for me/us and in my/our name(s) as indicated below or, if no such indication is given, as my/our proxy thinks fit.

Please indicate with a “�” in appropriate box to indicate how you wish your votes to be cast for the following resolution to be proposed at the EGM.

					ORDINARY RESOLUTION		**FOR **	4	AGAINST 4	AGAINST 4
	1.	(i)	to approve, confirm and ratify the subscription agreement			dated 19 July 2018 (the
			“Subscription Agreement”) between the Company and Mr. Tang Guoqiang (the
			“Subscriber”) and the transaction contemplated thereunder;
		(ii)	to approve	the issue by the Company of the convertible bonds in the principal amount
			of HK$270,000,000 at an initial conversion price of HK$0.108 per share (subject to
			adjustments) (the “Convertible Bonds”) pursuant to the			Subscription Agreement
			together with the issuance of the bond instrument and the bond certificate				to the
			Subscriber;
		(iii)	to approve	the granting of a specific mandate to the directors of the Company (the
			“Directors”) to		issue and allot up to 2,500,000,000 ordinary	shares of HK$0.108 each
			of the Company		to be issued upon the exercise of the conversion rights attaching		to the
			Convertible Bonds at an initial conversion price of HK$0.108 per share (subject to
			adjustments) (the “Conversion Shares”); and
		(iv)	to authorise any		one or more of the Directors (except Mr. Tang Guoqiang) to do all such
			acts and things and sign and execute all such documents and to take such steps as he/they
			may consider necessary, desirable or expedient for the purpose of, or in connection with,
			the implementation of and giving effect to the Subscription Agreement and the
			transaction	contemplated thereby, including but not limited to the issue of the
			Convertible Bonds and the issue and allotment of the Conversion Shares.

Dated this day of 2018 Signature(s)[(5,6,7,8)]

Notes:

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

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

3. If any proxy other than the Chairman of the meeting is preferred, delete the words “the Chairman of 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 INITIALLED BY THE PERSON WHO SIGNS IT.

4. IMPORTANT:AGAINST ANYIF YOURESOLUTIONWISH TOINDICATEVOTE FORWITHANYARESOLUTION“ � ” IN THE BOXINDICATEMARKEDWITH“AGAINST”.A “ � ” IN THE Failure BOX to MARKED do so will entitle “FOR”. your IF YOU proxy WISH to cast TO your VOTE vote at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the meeting other than those referred to in the notice convening the meeting.

5. In order to be valid, the form of proxy must be deposited with the Company’s share registrar in Hong Kong, Union Registrars Limited, Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong, together with any power of attorney or other authority, under which it is signed, or a certified copy of that power or authority, not less than 48 hours before the time for holding the meeting or any adjournment thereof.

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

7. Where there are joint holders of any share in the Company, any one of such persons may vote, either in person or by proxy, in respect of such share as if he were solely entitled thereto, but if more than one of such joint holders is present at the meeting, the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other holders, and for this seniority shall be determined by the order in which the names stand in the register of members in respect of the joint holding.

8. The proxy need not be a member of the Company but must attend the meeting in person to represent you. Completion and deposit of the form of proxy will not preclude you from attending and voting in person at the EGM if you so wish and in such event, the form of proxy shall be deemed to be revoked.