Pu'er Lancang Ancient Tea Co., Ltd. — Proxy Solicitation & Information Statement 2024

May 15, 2024

PU’ER LANCANG ANCIENT TEA CO., LTD. 普洱瀾滄古茶股份有限公司

(a joint stock company incorporated in the People’s Republic of China with limited liability)

(Stock Code: 6911)

Proxy Form for the Annual General Meeting to be held on Thursday, 6 June 2024

I/We [(Note][1)]

of

(Note 2)

being the registered holder(s) of H share(s)/domestic share(s) (the “ Shares ”) of RMB1.00 each of Pu’er Lancang Ancient Tea Co., Ltd. (the “ Company ”) hereby appoint the Chairman of the annual general meeting (the “ Meeting ”) of the Company or [(Note][1)]

of

as my/our proxy to attend and act for me/us at the Meeting of the Company to be held at Pingzhang Road, West Suburb Hot Spring Community, Menglang Town, Lancang Lahu Ethnic MeetingAutonomousresolutionsandsetanyCounty,outofinitsthePu’er,adjournmentnoticeYunnanconvening [(Note] Province, [4)] .the Meeting,PRC on Thursday,and to vote6 onJunebehalf2024ofatme/us9:30 a.m.underormy/ourany adjournmentname as indicatedthereof,belowfor the [(Note] purpose [4)] in respectof consideringof the resolutionsand if thoughtto be proposedfit, passingat thethe

Unless otherwise indicated, capitalized terms used herein shall have the same meaning as those defined in the circular of the Company dated 15 May 2024 (the “ Circular ”).

		1.
		2.
		3.	To consider and appr	ove the 2023 Annual Report of the Company.
		4.	To consider and apprreportoftheCompan	ove the 2023 final financial report of the Company and y		the 2024 financial budget
				.
		5.	To consider and appr	ove the proposed profit distribution and dividend distrib		ution plan for 2023.
		6	Toconsiderandaro	vethere-aointmentofPricewaterhouseCooersasthe		uditoroftheComanfor
		.	pp pp 2024 and to authorise the Board to determine its remunerati		p py on.
		7.	To consider and approve the proposed election of the Dire		ctors of the third session of the Board of
			Directors, including:
		7.	1The election of Ms. Du Chunyi as an executive Director of		the Company;
		7.	2The election of Ms. Wang Juan as an executive Director of		the Company;
		7.	3The election of Mr. Zhang Muheng as an executive Director		of the Company;
		7.	4The election of Ms. Shi Yijing as an executive Director of t		he Company;
		7.	5The election of Mr. Fu Gang as an executive Director of the		Company;
		7.	6The election of Mr. Liu Jiajie as an executive Director of the Company;
		7.	7The election of Mr. Z	hou Xinzhong as a non-executive Director of the Comp		any;
		7.	8The election of Ms. C	ao Wei as an independent non-executive Director of the		Company;
		7.	9The election of Dr. X	ie Xiaoyao as an independent non-executive Director of		the Company;
		7.	10The election of Mr. T	ang Zhangliang as an independent non-executive Direct		or of the Company; and
		7.	11The election of Dr. Yang Kequan as an independent non-exe		cutive Director of the Company.
		8.	To consider and approve the proposed election of the SupervCiildi		isors of the third session of the Supervisory
			ommttee, ncung:
		8.	1The election of Ms. Zhu Meixuan as a Shareholder represen		tative Supervisor of the Company; and
		8.	2The election of Mr. Luo Zhonghong as a Shareholder repres		entative Supervisor of the Company.
		9.	To consider and approve the remuneration of the Directors a		nd Supervisors.
		10	.To consider and approve the application to financial instituti		ons for credits and borrowings for 2024.
		11	.To consider and approve the external guarantees for 2024.
		12
		13	.To consider and approve (a) the issue of five (5) Capitalisation Shares for every ten (10) shares of theCompany held by the Shareholders whose names appear on the register of members of the Company on therelevant record date, by way of capitalisation of capital reserve; and (b) any executive Director or authorizedperson of the company be and is hereby authorized to deal with all the matters in relation to the CapitalisationIssue in his/her sole discretion, execute all relevant documents and make such arrangements as he/she thinksappropriate and fit to give effect to, or to implement the Capitalisation Issue.
		14	.To consider and approve the proposed change of registered capital and amendments to the Articles ofAssociation (details of which are set out in the Circular).
		Date	:Signature(s)(Note 3)

• Notes: 1. If any proxy other than the chairman of the meeting is preferred, please insert the full name and address of the proxy desired in the space provided. A holder entitled to attend and vote at the meeting of the Company is entitled to appoint one or more proxies to attend and vote on his/her behalf. ANY ALTERATION MADE TO THIS PROXY FORM MUST BE INITIALLED BY THE PERSON WHO SIGNS IT. The proxy needs not be a member of the Company, but must attend the meeting (or any adjournment thereof) to represent you.

• 1. Please insert the number of H shares or domestic shares for this proxy. If no number is inserted, this proxy form will be deemed to relate to all the shares registered in the name of the holder(s). 3. This proxy form must be signed and dated by the shareholder or his/her attorney duly authorised in writing. If the shareholder is a company, it should execute this proxy form under its common seal or by the signature(s) of (a) person(s) authorised to sign on its behalf. In the case of joint shareholders, any one shareholder may sign this proxy form. The vote of the senior joint shareholder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint shareholder(s) and for this purpose seniority will be determined by the order in which the names stand in the register of members in respect of the joint shareholding.
• 1. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, TICK ( � ) IN THE RELEVANT BOX BELOW MARKED “FOR”. IF YOU WISH TO VOTE AGAINST A RESOLUTION, TICK ( � ) IN THE RELEVANT BOX BELOW MARKED “AGAINST”. IF YOU WISH TO ABSTAIN FROM VOTING ON ANY RESOLUTION, TICK ( � ) IN THE RELEVANT BOX BELOW MARKED “ABSTAIN”. THE SHARES ABSTAINED WILL NOT BE COUNTED IN THE CALCULATION OF THE REQUIRED MAJORITY. If no direction is given, your proxy may vote as he/she thinks fit.
• 1. In order to be valid, a proxy form and the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power of attorney, must be deposited at the Company’s H share registrar of the Company in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, not less than 24 hours before the time fixed for holding the meeting or any adjournment thereof (for the H Share Shareholders); or to the business address of the Company in the PRC, at Pingzhang Road, West Suburb Hot Spring Community, Menglang Town, Lancang Lahu Ethnic Autonomous County, Pu’er, Yunnan Province, PRC not less than 24 hours before the time appointed for the holding of the meeting or any adjournment thereof (for the Unlisted Domestic Share Shareholders).
• 1. Completion and delivery of this proxy form will not preclude you from attending and voting at the meeting if you so wish. 7. Please provide one certificate number, if possible, to facilitate processing. 8. For the avoidance of doubt, we do not accept any special instructions written on this proxy form. 9. The above description of the proposed ordinary and special resolutions is by way of summary only. The full text appears in the notice of the Annual General Meeting.

PERSONAL INFORMATION COLLECTION STATEMENT

Your supply of your and your proxy’s (or proxies’) name(s) and address(es) is on a voluntary basis for the purpose of processing your request for the appointment of a proxy (or proxies) and your voting instructions for the meeting (the “Purposes”). We may transfer your and your proxy’s (or proxies’) name(s) and address(es) to our agent, contractor, or third party service provider who provides administrative, computer and other services to us for use in connection with the Purposes and to such parties who are authorised by law to request the information or are otherwise relevant for the Purposes and need to receive the information. Your and your proxy’s (or proxies’) name(s) and address(es) will be retained for such period as may be necessary to fulfil the Purposes. Request for access to and/or correction of the relevant personal data can be made in accordance with the provisions of the Personal Data (Privacy) Ordinance and any such request should be in writing by mail to Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong for the attention of Privacy Compliance Officer.