ZONQING Environmental Limited — Proxy Solicitation & Information Statement 2025

Apr 11, 2025

ZONQING Environmental Limited

中庆环境股份有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1855)

FORM OF PROXY FOR USE AT ANNUAL GENERAL MEETING

I/We (Name) _________ (Block capitals, please)

of (Address) _________

being the holder(s) of _________ (see Note 1) shares of HKD0.0003 each in the capital of ZONQING

Environmental Limited (the "Company") hereby appoint (Name) _________

of (Address) _________

or failing him/her (Name) _________

of (Address) _________

or failing him/her, the chairman of the Annual General Meeting (see Note 2) as my/our proxy to attend and vote for me/us and on my/our behalf at the Annual 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 Tuesday, 27 May 2025 at 10:00 a.m. and at any adjournment thereof or on any resolution or motion which is properly proposed thereat. My/Our proxy is authorised and instructed to vote as indicated (see Note 3) in respect of the undermentioned resolutions:

Ordinary Resolutions (see Note 3)		FOR (see Note 4)	AGAINST (see Note 4)
1.	To receive and adopt the audited consolidated financial statements of the Company and its subsidiaries for the year ended 31 December 2024 and the reports of the directors (the "Directors") and auditor thereon.
2.	To re-appoint KPMG as auditor of the Company to hold office until the conclusion of the next annual general meeting of the Company and to authorise the board of Directors of the Company (the "Board") to fix the auditor's remuneration.
3.	To re-elect the following retiring Directors:
	(a) Mr. Shao Zhanguang as a non-executive Director;
	(b) Mr. Gao Xiangnong as an independent non-executive Director; and
	(c) Mr. Lee Kwok Tung Louis as an independent non-executive Director.
4.	To authorise the Board to fix the remuneration of the Directors.
5.	To grant a general mandate to the Directors to allot, issue and deal with additional shares (including the any sale or transfer of treasury shares) not exceeding 20% of the total number of issued shares of the Company (excluding treasury shares, if any) as at the date of passing this resolution (the "Issue Mandate").
6.	To grant a general mandate to the Directors to purchase the shares of the Company not exceeding 10% of the total number of issued shares of the Company (excluding treasury shares, if any) as at the date of passing this resolution (the "Repurchase Mandate").
7.	Conditional upon the passing of ordinary resolutions numbered 5 and 6, to extend the authority granted to the Directors pursuant to ordinary resolution numbered 5 to issue shares by adding number of issued shares of the Company which may be issued and allotted (including the any sale or transfer of treasury shares) by the Directors pursuant to such general mandate of an amount representing the number of shares repurchased under ordinary resolution numbered 6.

Dated this __ day of __ 2025

Signature(s) _________ (see Note 5)

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Notes:

1. 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).

2. A member may appoint more than one proxy of his/her own choice. If such an appointment is made, please strike out the words “or failing him/her, the chairman of the Annual General Meeting”, and insert the name(s) of the person(s) appointed as proxy in space provided. Any alteration made to this form of proxy must be initialed by the person who signs it.

3. The full text of the resolutions are set out in the notice of the Annual General Meeting contained in the circular of the Company dated 11 April 2025 which is sent to the Shareholders together with this proxy form. Capitalized terms shall have the same meanings as those defined in the circular of the Company dated 11 April 2025.

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. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the Annual General Meeting other than those referred to in the notice convening the Annual General Meeting.

5. This form of proxy must be signed by you or your attorney duly authorized in writing. If the appointor is a corporation, this form must be under common seal or under the hand of an officer, attorney, or other person duly authorized on that behalf.

6. In the case of joint holders, the signature of any one holder will be sufficient but the names of all the joint holders should be stated. Where there are joint holders of any share of the Company, any one of such joint holders may vote at the Annual General Meeting, either in person or by proxy, in respect of such share as if he/she were solely entitled thereto, but if more than one of such joint holders be present at the Annual General Meeting, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined as that one of the said persons so present whose name stands first on the register of shareholders in respect of such share shall alone be entitled to vote in respect thereof.

7. To be valid, this form of proxy must be completed, signed and deposited at the Hong Kong share registrar of the Company, Boardroom Share Registrars (HK) Limited, at 2103B, 21/F, 148 Electric Road, North Point, Hong Kong, together with the power of attorney or other authority (if any) under which it is signed (or a notarially certified copy thereof), not less than 48 hours before the time for holding the Annual General Meeting. The completion and return of the form of proxy shall not preclude shareholders of the Company from attending and voting in person at the above Annual General Meeting (or any adjourned meeting thereof) if they so wish.

8. Completion and delivery of the form of proxy will not preclude you from attending and voting at the Annual General Meeting and, in such event, the form of proxy shall be deemed to be revoked.

9. References to time and dates in this form of proxy are to Hong Kong time and dates.

PERSONAL INFORMATION COLLECTION STATEMENT

Your supply of your and your proxy’s (or proxies’) name(s) and address(es) is on a voluntary basis for the purpose of processing your request for the appointment of a proxy (or proxies) and your voting instructions for the Annual General Meeting of the Company (the “Purposes”). We may transfer your and your proxy’s (or proxies’) name(s) and address(es) to our agent, contractor, or third party service provider(s) who provides administrative, computer and other services to us and to such parties who are authorised by law to request the information or are otherwise relevant for the Purposes and need to receive the information. Your and your proxy’s (or proxies’) name(s) and address(es) will be retained for such period as may be necessary to fulfil the Purposes. You/your proxy (or proxies) has/have the right to request access to and/or correction of the relevant personal data in accordance with the provisions of the Personal Data (Privacy) Ordinance and any such request should be made in writing to the Personal Data Privacy Officer of Boardroom Share Registrars (HK) Limited at 2103B, 21/F, 148 Electric Road, North Point, Hong Kong or by email to srinfo.hk@boardroomlimited.com.