Sanergy Group Limited — AGM Information 2024

Apr 25, 2024

SANERGY GROUP LIMITED 昇能集團有限公司

(Incorporated in Cayman Islands with limited liability)

(Stock code: 2459)

PROXY FORM FOR 2024 ANNUAL GENERAL MEETING

Form of proxy for use by shareholders at the annual general meeting to be convened at 10:30 a.m. on Thursday, 16 May 2024 at Units 5906–5912, 59/ F, The Center, 99 Queen’s Road Central, Central, Hong Kong (or any adjournment thereof).

I/We (note a)

of

(notethe b)Companyshares shares of(theUS$0.01‘‘Meetingeach’’)inor US$0.01‘‘Meetingeach’’)inor each’’)inor inor the share capital of Sanergy Group Limited (the ‘‘Company’’)

beingherebytheappointregisteredthe Chairmanholder(s) ofof the annual general meeting of(notethe b)Companyshares of(theUS$0.01‘‘Meetingeach’’)inor of

Center,to act as99my/ourQueenproxy’s Road(noteCentral,c) to attendCentral,on Hongmy/ourKongbehalfandat attheanyMeetingadjournmentto be heldthereofat 10:30for thea.m.purposeon Thursday,of considering16 May 2024and, ifat thoughtUnits 5906fit,–5912,passing59/F,withTheor without amendments, the resolutions set out in the notice convening the Meeting and to vote on my/our behalf as directed below.

Please put a ‘‘P’’ in the appropriate boxes to indicate how you wish your vote(s) to be cast (note d).

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----- Start of picture text ----- ORDINARY RESOLUTIONS FOR (note d) AGAINST (note d)1 directorsTo receive,(‘‘Director(s)consider and’’)approveand auditorsthe auditedof the Companyconsolidatedfor financialthe year endedstatements31 Decemberand the reports2023. of the2 (a) To re-elect Mr. Hou Haolong as an executive director of the Company.(b) To re-elect Mr. Cheng Tak Kwan Sunny as independent non-executive director of theCompany.(c) To re-elect Mr. Ngai Ming Tak Michael as independent non-executive director of theCompany.3 To authorise the board of Directors (the ‘‘Board’’) to fix and adjust the Directors’ remuneration.4 To re-appoint Deloitte Touche Tohmatsu as auditors of the Company and to authorise the Board tofix their remuneration.5 CompanyTo grant ’as generalshares upmandateto 10%toofthetheDirectorsissued shareto exercisecapital ofthethepowerCompany*.of the Company to purchase the6 Tootherwisegrant a dealgeneralwithmandatethe Companyto the Directors’s new sharesto exerciseup tothe20%powerofofthetheissuedCompanyshareto allot,capitalissueof andtheCompany*.7 To extend the general mandate granted to the Directors to exercise the power of the Company toallot, issue and otherwise deal with new shares in the capital of the Company pursuant to resolutionno. 6 by the addition of an amount representing the total number of Shares of the Companyrepurchased pursuant to the foregoing resolution no. 5, if passed*.SPECIAL RESOLUTION FOR (note d) AGAINST (note d)8 To approve and adopt the proposed second amended and restated articles of association of theCompany in substitution for, and to the exclusion of, the existing articles of association of theCompany, as set out in the notice of the Meeting dated 25 April 2024.* Full text of the proposed resolutions are set out in the notice of the Meeting dated 25 April 2024.Dated:----- End of picture text -----

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

• Notes: (a) Full name(s) and address(es) are to be inserted in BLOCK CAPITALS. (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) Ageneralproxymeetingneed notofbethea shareholderCompany (‘‘ofMeetingthe Company.’’) or’’ andIf youinsertwishthetonameappointandaaddressperson ofotherthe thanpersontheappointedChairmanasofyourthe Meetingproxy inastheyourspaceproxy,provided.please delete the words ‘‘the Chairman of the annual

• (d) ‘‘IfAgainstyou wish’’. Iftothevoteformfor returnedany of theis resolutionsduly signedsetbutoutwithoutabove,specificplease tickdirection(‘‘P’’on) theanyboxesof themarkedproposed‘‘Forresolutions,’’. If you wishthe proxyto votewillagainstvote oranyabstainof theatresolutions,his discretionpleasein respecttick (‘‘Pof’’all) theresolutions;boxes markedor 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. For the full text and details of the resolutions indicated above, please refer to the notice of Meeting dated 25 April 2024 as set out in the circular of the Company dated 25 April 2024.

• (e) In the case of a joint share holding, this form of proxy may be signed by any joint holder, but if more than one joint holder is present at the Meeting, whether in person or by proxy, that one of the joint holders whose name stands first on the register of members in respect of the relevant joint holding shall alone be entitled to vote in respect thereof.

• (f) The form of proxy must be signed by a shareholder, or his attorney duly authorised in writing, or if the shareholder is a corporation, either under its common seal or under the hand of an officer or attorney or other person duly authorised.

• (g) Todepositedbe valid,at thethisofficeform ofof theproxyCompanytogether’s Hongwith anyKongpowerbranchof attorneyshare registrar,or otherComputershareauthority (if any)HongunderKongwhichInvestorit isServicessigned Limited,or a notariallyat 17McertifiedFloor, Hopewellcopy of suchCentre,power183orQueenauthority’s RoadmustEast,be Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time fixed for holding the Meeting or any adjourned meeting.

• (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.

PERSONAL INFORMATION COLLECTION STATEMENT

‘‘Personal Data’’ in this proxy form has the same meaning as ‘‘personal data’’ in the Personal Data (Privacy) Ordinance, Cap 486 (‘‘PDPO’’), which includes your and your proxy’s name and address. aboveYour andat theyourMeeting.proxy’sThePersonalsupplyDataof yourprovidedand yourin thisproxyproxy’s Personalform willDatabe usedis oninvoluntaryconnectionbasis.withHowever,processingweyourmayrequestnot beforablethetoappointmentprocess yourofrequesta proxyunlessto attend,you actprovideand voteus withon youryour behalfand youras directedproxy’s Personal Data.

Yourso by andlaw yourfor example,proxy’s Personalin responseDatatowilla courtbe disclosedorder or aorlawtransferredenforcementto theagencyCompany’s request,’s BranchandSharewill beRegistrarretainedand/orfor suchotherperiodcompaniesas mayorbebodiesnecessaryfor thefor purposeour verificationstated above,and recordor whenpurpose.it is required to do By providing your proxy’s Personal Data in this proxy form, you should have obtained the express consent (which has not been withdrawn in writing) from your proxy in using his/her Personal Data provided in this proxy form and that you have informed your proxy of the purpose for and the manner in which his/her Personal Data may be used.

and/orYou/yourcorrectionproxy have/hasof your/yourthe rightproxyto’srequestPersonalaccessData toshouldand/orbecorrectionin writingofbyyour/yourmail to theproxyCompany/Computershare’s Personal Data respectivelyHong Kongin accordanceInvestor Serviceswith theLimitedprovisionsat theof theabovePDPO.address.Any such request for access to