Sanergy Group Limited — Proxy Solicitation & Information Statement 2023

Apr 25, 2023

SANERGY GROUP LIMITED 昇能集團有限公司

(Incorporated in Cayman Islands with limited liability)

(Stock code: 2459)

PROXY FORM FOR 2023 ANNUAL GENERAL MEETING

Form of proxy for use by shareholders at the annual general meeting to be convened at 10:30 a.m. on Friday, 19 May 2023 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

(notenote b) shares of US$0.01 each in the share capital of Sanergy Group Limited (the ‘‘Company’’)

being the registered holder(s) of (notenote b) shares of US$0.01 each in hereby appoint the Chairman of the annual general meeting of the Company (the ‘‘Meeting’’) or of

to act as my/our proxy (note c) to attend on my/our behalf at the Meeting to be held at 10:30 a.m. on Friday, 19 May 2023 at Units 5906–5912, 59/F, The Center, 99 Queen’s Road Central, Central, Hong Kong and at any adjournment thereof for the purpose of considering and, if thought fit, passing with or 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).

• ORDINARY RESOLUTIONS FOR (note d) AGAINST (note d)

• 1 To(‘‘Director(s)receive, consider’’) and auditorsand approveof the theCompanyauditedforconsolidatedthe year endedfinancial31 Decemberstatements2022.and the reports of the directors 2 (a) To re-elect Mr. Yan Haiting as an executive director of the Company. (b) To re-elect Mr. Wang Ping as a non-executive director of the Company. (c) To elect Mr. Peter Brendon Wyllie as an executive director of the Company.

• 3 To authorise the board of Directors (the ‘‘Board’’) to fix and adjust the Directors’ remuneration. 4 To re-appoint Ernst & Young as auditors of the Company and to authorise the Board to fix their remuneration. 5 To grant a general mandate to the Directors to exercise the power of the Company to purchase the Company’s shares up to 10% of the issued share capital of the Company*.

• 6 Towithgrantthe Companya general’smandatenew sharesto theupDirectorsto 20% oftotheexerciseissued thesharepowercapitalof theof theCompanyCompany.to allot, issue and otherwise deal 7 To extend the general mandate granted to the Directors to exercise the power of the Company to allot, issue and otherwise deal with new shares in the capital of the Company pursuant to resolution no. 6 by the addition of an amount representing the total number of Shares of the Company repurchased pursuant to the foregoing resolution no. 5, if passed.

• Full text of the proposed resolutions are set out in the notice of the Meeting dated 26 April 2023.

Dated:

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) theA proxyannualneedgeneralnot bemeetinga shareholderof the Companyof the Company.(‘‘MeetingIf ’’you) orwish’’ andtoinsertappointtheanamepersonandotheraddressthan ofthetheChairmanperson appointedof the Meetingas yourasproxyyour proxy,in the spacepleaseprovided.delete the words ‘‘the Chairman of

• (d) Ifboxesyou markedwish to ‘‘voteAgainstfor ’’any. Ifofthetheformresolutionsreturnedsetis outdulyabove,signedpleasebut withouttick (‘‘Pspecific’’) thedirectionboxes markedon any‘‘Forof ’’the. Ifproposedyou wishresolutions,to vote againstthe proxyany ofwillthe voteresolutions,or abstainpleaseat histickdiscretion(‘‘P’’) thein 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. 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 26 April 2023 as set out in the circular of the Company dated 26 April 2023.

• (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) Tobe depositedbe valid, thisat theformofficeof proxyof thetogetherCompanywith’s Hongany powerKong ofbranchattorneyshareor registrar,other authorityComputershare(if any) underHongwhichKong itInvestoris signedServicesor a notariallyLimited,certifiedat 17M copyFloor,ofHopewellsuch powerCentre,or authority183 Queenmust’s Road East, 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.

Yourasyourdirectedandand youryouraboveproxyproxyat ’’thess PersonalPersonalMeeting.Data.DataTheprovidedsupply ofinyourthis proxyand yourformproxywill’sbePersonalused in Dataconnectionis on voluntarywith processingbasis. However,your requestweformaythenotappointmentbe able to ofprocessa proxyyourto requestattend, actunlessandyouvoteprovideon yourusbehalfwith

Yourrequiredandtoyourdo soproxyby ’laws Personalfor example,Data willin responsebe disclosedto a orcourttransferredorder or toa lawthe Companyenforcement’s BranchagencyShare’s request,Registrarand willand/orbe otherretainedcompaniesfor suchorperiodbodiesasformaythebepurposenecessarystatedfor above,our verificationor when itandis record purpose.

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. You/youraccess to and/orproxy have/hascorrectiontheof rightyour/yourto requestproxyaccess’s Personalto and/orDatacorrectionshould be ofin your/yourwriting byproxymail ’tos Personalthe Company/ComputershareData respectively in accordanceHong Kong withInvestorthe provisionsServices Limitedof the PDPO.at the aboveAny suchaddress.request for