ZONQING Environmental Limited — Proxy Solicitation & Information Statement 2022

Dec 14, 2022

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(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1855)

FORM OF PROXY FOR USE IN CONNECTION WITH THE EXTRAORDINARY GENERAL MEETING TO BE HELD AT 11/F, ZHONGQING BUILDING, NO. 5888 FUZHI ROAD, JINGYUE HIGH-TECH INDUSTRIAL DEVELOPMENT ZONE, CHANGCHUN CITY, JILIN PROVINCE, PRC ON THURSDAY, 5 JANUARY 2023 AT 10:00 A.M. OR AT THE ADJOURNMENT THEREOF

[[(Note 1)]] of

[[(Note 1)]]

I/We, (Name) [[(Note 1)]] of (Address) [[(Note 1)]] being the registered holder(s) of [(Note 2)] ordinary shares of HK$0.001 each in the share capital of ZONBONG LANDSCAPE Environmental Limited (the “ Company ” and the “ Shares ”, respectively), HEREBY APPOINT (Name) of (Address) or failing him/her, the CHAIRMAN OF THE MEETING [(Note 3)] 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 11/F, Zhongqing Building, No. 5888 Fuzhi Road, Jingyue High-tech Industrial Development Zone, Changchun City, Jilin Province, PRC on Thursday, 5 January 2023 at 10:00 a.m. (the “ EGM ”) and at the adjournment thereof on any resolution or motion which will be proposed thereat. My/our proxy is authorised and instructed to vote as indicated [(Note 4)] in respect of the under-mentioned resolutions:

and instructed to vote as indicated_(Note 4)_in respect of the under-mentioned resolutions:	and instructed to vote as indicated_(Note 4)_in respect of the under-mentioned resolutions:
ORDINARY RESOLUTIONS(Note 10)		FOR(Note 4)	AGAINST(Note 4)
1	To approve the landscaping and ecological restoration construction works services framework agreement dated 28 October 2022 (“New Landscaping and Ecological Restoration Construction Works Services Framework Agreement”), the terms and conditions thereof and the transactions contemplated thereunder, and the relevant proposed annual cap amounts of the transactions contemplated under the New Landscaping and Ecological Restoration Construction Works Services Framework Agreement for the years ending 31 December 2023, 2024 and 2025; and
2	To approve that any one of the directors of the Company be and is authorised to do all such acts and things and to sign and execute all such other documents or instrument for and on behalf of the Company in connection with the New Landscaping and Ecological Restoration Construction Works Services Framework Agreement and the transactions contemplated thereunder.

Dated: this

day of

2022/2023*

Signature:

[(Notes 5 and 6)]

• Delete as appropriate

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS . The names of all joint registered holders should be stated.

2. Please insert the number of Shares registered in your name(s) to which this proxy relates; if no number is inserted, this form of proxy will be deemed to relate to all the Shares registered in your name(s).

3. Please insert the name and address of the proxy desired. The proxy need not be a member of the Company but must attend the meeting in person to represent you. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE MEETING WILL ACT AS YOUR PROXY. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

4. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, PLEASE TICK ( ✔ ) THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, PLEASE TICK ( ✔ ) THE BOX MARKED “AGAINST”. Failure to tick a box will entitle your proxy to cast your vote at his/her discretion or abstain from voting. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the EGM other than those referred to in the notice convening the EGM.

5. This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, shall be signed either under its seal or under the hand of an officer, attorney or other person authorised to sign the same.

6. Where there are joint registered holders of any Shares, any one of such persons may vote at the EGM, either personally or by proxy, in respect of such Shares as if he were solely entitled thereto; but if more than one of such joint registered holders be present at the EGM personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such share shall alone be entitled to vote in respect thereof.

7. To be valid, this form of proxy, and the power of attorney or other authority (if any) under which it is signed, or a certified copy of such power or authority shall be deposited at the Hong Kong branch share registrar of the Company, Boardroom Share Registrars (HK) Limited at Room 2103B, 21/F., 148 Electric Road, North Point, Hong Kong, not less than 48 hours before the time appointed for holding the EGM or any adjourned meeting.

8. Completion and return of this form of proxy will not preclude you from attending and voting in person at the EGM or any adjourned meeting if you so wish, and in that event, the instrument appointing a proxy shall be deemed to be revoked.

9. Members of the Company or their proxies shall produce documents of their proof of identity when attending the EGM.

10. The description of the resolutions in this form of proxy is by way of summary only. Please refer to the notice of EGM dated 14 December 2022 for the full text of these resolutions.