ZONQING Environmental Limited — Proxy Solicitation & Information Statement 2023

Jun 9, 2023

ZONQING Environmental Limited 中庆 環 境股份有限公司

(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, THE PRC ON FRIDAY, 30 JUNE 2023 AT 10 A.M. OR AT THE ADJOURNMENT THEREOF

[[(Note 1)]] of

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 ZONQING 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, the PRC on Friday, 30 June 2023 at 10 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:

ORDINARY RESOLUTION(Note 10)	FOR(Note 4)	AGAINST(Note 4)
To approve the equity transfer agreement dated 11 April 2023 entered into among Beijing Zhongqing Ecological Environment Co., Ltd. (北京中慶生態環境有限公 司) (an indirect non-wholly-owned subsidiary of the Company), Zhongqing Investment Holding Group Limited Liability Company (中慶投資控股(集團)有 限責任公司) (the vendor), Jilin Modern Zhongqing City Construction Co. Ltd. (吉林現代中慶城市建設有限公司) (“Jilin Modern Zhongqing”), Changchun Chengjianweihu Group Co., Ltd. (長春市城建維護集團股份有限公司) (a subsidiary of Jilin Modern), and Jilin Zhonghuan Weilan Environmental Protection Technology Co., Ltd. (吉林省中環蔚藍環保科技有限公司) (a subsidiary of Jilin Modern) (“Equity Transfer Agreement*”), the terms and conditions thereof and the transactions contemplated thereunder be and are hereby approved, confirmed and ratified; and any one of the directors of the Company be 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 Equity Transfer Agreement and the transactions contemplated thereunder

Dated: this

day of 2023

Signature:

[(Notes 5 and 6)]

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 resolution(s) in this form of proxy is by way of summary only. Please refer to the notice of EGM dated 9 June 2023 for the full text of these resolutions.

11. For identification purpose only