Zhejiang Tengy Environmental Technology Co., Ltd — Proxy Solicitation & Information Statement 2016

Aug 5, 2016

浙 江 天 潔 環 境 科 技 股 份 有 限 公 司 Zhejiang Tengy Environmental Technology Co., Ltd

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

(Stock Code: 1527)

PROXY FORM

For the Extraordinary General Meeting to be held on Tuesday, 20 September 2016 (or at any adjournment thereof)

I/We (Note 1) of (Note 2)

being the registered holder(s) of (Note 3)

H Shares/Domestic Shares

of RMB1.00 each in the share capital of Zhejiang Tengy Environmental Technology Co., Ltd (the ‘‘Company’’), hereby appoint the Chairman of the meeting (Notes 4 and 5) or

of (address)

to act as my/our proxy to attend and vote for me/us and on my/our behalf at the extraordinary general meeting of the Company to be held at the Company’s conference room, TENGY Industrial Park, Paitou Town, Zhuji City, Zhejiang Province, the PRC on Tuesday, 20 September 2016 at 10 a.m. and at any adjournment thereof (the ‘‘EGM’’) and to exercise all rights conferred on proxies under laws, regulations and the Articles of Association in respect of the resolutions set out in the Notice of EGM dated 5 August 2016 as hereunder, or if no such indication is given, as my/our proxy thinks fit. For the purpose of this proxy form, unless the context otherwise requires, capitalised terms used herein shall have the same meanings as defined in the Company’s circular dated 5 August 2016.

I/We wish my/our proxy to vote as indicated below in respect of the resolutions to be proposed at the meeting.

	No.	SPECIAL RESOLUTIONS	SPECIAL RESOLUTIONS	For (Note 6)		Against (Note 6)	Abstain (Note 6)
	1.	To consider and approve the merger of Zhuji City Tianjie Installation Engineering Co., Ltd with the Company;
	2.	To consider and approve the change of scope of operations of the Company; and
	3.	To consider and approve the amendments to the Articles of Association as a result of the foregoing resolutions as well as on other relevant matters in pursuance of the Company’s ongoing operational needs.
	ignature (Note 7)		Dated		2016

Signature (Note 7) Dated Notes:

1. Please insert full name(s) in BLOCK CAPITALS.

2. Please insert full address(es) in BLOCK CAPITALS.

3. Please insert the number of Shares registered in your name(s) to which this proxy from relates. If no number is inserted, this proxy form will be deemed to relate to all Shares registered in your name(s). Please delete the class of Shares inapplicable (H Shares or Domestic Shares).

4. If you are a Shareholder who is entitled to attend and vote at the meeting, you are entitled to appoint one or more proxies to attend instead of you and to vote on your behalf. A proxy need not be a Shareholder, but must attend the meeting in person in order to represent you.

5. If a proxy other than the Chairman of the meeting is preferred, cross out the words ‘‘the Chairman of the meeting’’ and insert the full name and address of the proxy (or proxies) desired in the space provided. If no name is inserted, the Chairman of the meeting will act as your proxy. Any changes made to this proxy form must be initialed by the person who signs it.

6. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTIONS, TICK THE APPROPRIATE BOX MARKED ‘‘FOR’’. IF YOU WISH TO VOTE AGAINST THE RESOLUTIONS, TICK THE APPROPRIATE BOX MARKED ‘‘AGAINST’’. IF YOU WISH TO ABSTAIN FROM VOTING, TICK THE APPROPRIATE BOX MARKED ‘‘ABSTAIN’’. If you return this proxy form without indicating as to how your proxy is to vote on any particular matter, the person appointed as your proxy will exercise his/her discretion as to whether he/she votes and, if so, how and, unless instructed otherwise, he/she may also vote or abstain from voting as he/she thinks fit on any other business (including amendments to resolutions) which may properly come before the meeting.

7. 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 its legal representative(s) or its directors or (a) person(s) authorised to sign on its behalf. In case of joint holders, only the person whose name stands first on the register of members may attend and vote at the EGM, either in person or by proxy.

8. To be valid, this proxy form, together with the power of attorney or other authority, if any, under which it is signed, or a notary certified copy of such power of attorney or authority, must be completed and deposited at the office of the H Share Registrar, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong (for H Shareholders), or at the Company’s registered office at TENGY Industrial Park, Paitou Town, Zhuji City, Zhejiang Province, the PRC (for Domestic Shareholders), at least 24 hours before the meeting or any adjournment thereof.

9. Completion and delivery of this proxy form will not preclude you from attending and voting at the meeting in person if you so wish.

10. Shareholders or their proxies attending the meeting shall produce their identity documents.