Shanghai REFIRE Group Limited — Proxy Solicitation & Information Statement 2025

Apr 25, 2025

REFINE

Shanghai REFIRE Group Limited

上海重塑能源集團股份有限公司

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

(Stock Code: 2570)

PROXY FORM FOR THE ANNUAL GENERAL MEETING TO BE HELD ON MONDAY, MAY 19, 2025

I/We $^{(Note1)}$ ,

of address:

and telephone number:

being the registered holder(s) of (Note 2) H shares/domestic shares of RMB1.00 each in the share capital of Shanghai REFIRE Group Limited (上海重塑能源集團股份有限公司) (the "Company"), HEREBY APPOINT THE CHAIRMAN OF THE MEETING

or

of

as my/our proxy $^{(Note3)}$ to attend and vote for me/us and on my/our behalf as directed below at the Annual General Meeting of the Company (the "Meeting") to be held at 2/F, Unit 1, No. 655 Jinyuanyi Road, Jiading District, Shanghai, PRC at 10:00 a.m. on Monday, May 19, 2025 or any adjournment thereof.

Please make a mark in the appropriate boxes to indicate how you wish your vote(s) to be cast on a poll $^{(Note4)}$

ORDINARY RESOLUTIONS		FOR	AGAINST	ABSTAIN
1.	To consider and approve the work report of board of directors of the Company (the "Board") for 2024.
2.	To consider and approve the work report of the supervisory committee of the Company (the "Supervisory Committee") for 2024.
3.	To consider and approve the audited consolidated financial statements of the Company and its subsidiaries for 2024.
4.	To consider and approve the annual report of the Company for 2024.
5.	To consider and approve the annual financial budget report of the Company for 2024.
6.	To consider and approve the annual financial budget plan of the Company for 2025.
7.	To consider and approve the profit distribution plan of the Company for 2024.
8.	To consider and approve the related party transactions of the Company for 2024.
9.	To consider and approve the proposed related party transactions of the Company for 2025.
10.	To consider and approve the re-appointment of Ernst & Young as the Company's auditors for 2025 and the authorization to the Board to determine its remuneration.
11.	To consider and approve the proposed provision of financial assistance by the Company to its subsidiaries for 2025.
12.	To consider and approve the proposed applications for credit facilities and provision of guarantees by the Company to its subsidiaries for 2025.
SPECIAL RESOLUTIONS		FOR	AGAINST	ABSTAIN
13.	To consider and approve the proposed dissolution of the Supervisory Committee.
14.	To consider and approve the proposed amendments to the articles of association of the Company.
15.	To consider and approve the proposed granting of a general mandate to the Board to issue additional H shares and additional domestic shares in the share capital of the Company (the full text of the resolution is set out in the notice of the Meeting).

Date:

Shareholder's signature $^{(Note5)}$

Notes:

1. Please insert full name(s) and address(es) of shareholder(s) as shown in the register of members in BLOCK CAPITALS.
2. Please delete the type of shares as appropriate and insert the number of H shares/domestic shares registered in your name(s) to which this proxy form relates. If these are not completed, this proxy form will be deemed to relate to all H shares/domestic shares 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" and insert the name and address of the proxy desired in the space provided. A shareholder entitled to attend and vote at the Annual General Meeting is entitled to appoint one or more proxies (if he/she/it holds more than one share) to attend and vote in his/her/its stead, provided that if more than one proxy is so appointed, the appointment shall specify the H shares/domestic shares in respect of which each such proxy is so appointed. A proxy needs not be a shareholder of the Company. ANY ALTERATION MADE TO THIS PROXY FORM MUST BE INITIALED BY THE PERSON WHO SIGNS IT.
4. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, PLEASE TICK ("x") THE BOX MARKED "FOR" OR COMPLETE THE NUMBER OF H SHARE(S/DOMESTIC SHARE(S) REGISTERED IN YOUR NAME. IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, PLEASE TICK ("x") THE BOX MARKED "AGAINST" OR COMPLETE THE NUMBER OF H SHARE(S/DOMESTIC SHARE(S) REGISTERED IN YOUR NAME. IF YOU WISH TO ABSTAIN FROM VOTING ON ANY RESOLUTION, PLEASE TICK ("x") THE BOX MARKED "ABSTAIN" OR COMPLETE THE NUMBER OF H SHARE(S/DOMESTIC SHARE(S) REGISTERED IN YOUR NAME. If no direction is given, your proxy will be entitled to vote or abstain at his/her discretion. Unless you have indicated otherwise in this proxy form, your proxy will also be entitled to vote at his/her discretion or abstain from voting on any resolution properly put to the Meeting other than that referred to in the notice convening the Annual General Meeting. The votes abstained will not be counted in the calculation of the required majority.
5. This proxy form must be signed by you or your attorney duly authorized to writing. In case of a legal entity, the same must be either under its seal or signed by a director or a duly authorized attorney. If this proxy form is signed by an attorney of the appointee, the power of attorney authorizing that attorney to sign or other document of authorization must be notarized.
6. Where there are joint holders of any shares of the Company, any one of such joint holders may vote, either in person or by proxy, in respect of such shares of the Company as if he/she/it was solely entitled thereto; but if more than one of such joint holders are present at the Meeting, the vote of the senior who (under) a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders. For this purpose, seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.
7. To be valid, the proxy form and notarized power of attorney or other document of authorization (if any) must be delivered to the Company's H share registrar, Computershare Hong Kong Investor Services Limited, at Hsien 17M Floor, Hopswell Centre, 183 Queen's Road East, Wan Chai, Hong Kong (for holders of H shares) or at the Company's registered office at Room 1004, 1/F, Unit 1, 1555 Jingyuan Road, Jiading District, Shanghai, PRC. For the holders of domestic shares you less than one share before the time fixed for the holding of the Annual General Meeting or any adjournment thereof (as the case may be) (i.e. not later than 10:00 a.m. on Sunday, May 18, 2025) or other due in the event of any adjournment thereof.
8. Completion and delivery of this proxy form will not preclude you from attending and voting at the Annual General Meeting if you or wish. In such event, the instrument appointing a proxy shall be deemed to be revoked.
9. A shareholder or his/her/its proxy should present proof of identity when attending the Meeting.

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 (the "PDPO"), which includes your and your proxy's name and address.

Your and your proxy's Personal Data provided in this proxy form will be used in connection with processing your request for the appointment of a proxy to attend, act and vote on your behalf as directed above at the Meeting. The supply of your and your proxy's Personal Data is on a voluntary basis. However, the Company may not be able to process your request unless you provide us with your and your proxy's Personal Data.

Your and your proxy's Personal Data will be disclosed or transferred to the Company's H share registrar and/or other companies or bodies for the purpose stated above, or when it is required to do so by law, for example, in response to a court order or a law enforcement agency's request, and will be retained for such period as may be necessary for our verification and 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/your proxy have/has the right to request access to and/or correction of your/your proxy's Personal Data respectively in accordance with the provisions of the PDPO. Any such request for access to and/or correction of your/your proxy's Personal Data should be in writing by either of the following means:

By mail to:

Personal Data Privacy Officer

Computershare Hong Kong Investor Services Limited

17M Floor, Hopswell Centre, 183 Queen's Road East, Wanchai, Hong Kong

By email to:

PrivacyOfficer@computershare.com.hk