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ContiOcean Environment Tech Group Co., Ltd. Proxy Solicitation & Information Statement 2025

Dec 15, 2025

50714_rns_2025-12-15_ce354597-aa26-47b4-b4f4-3b7f7bc2fb5d.pdf

Proxy Solicitation & Information Statement

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ContiOcean

上海匯舸環保科技集團股份有限公司

CONTIOCEAN ENVIRONMENT TECH GROUP CO., LTD.

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

(Stock Code: 2613)

FORM OF PROXY

I/We (Note 1)

of

being the registered holder(s) of (Note 2) H shares of RMB1.00 each

in the share capital of ContiOcean Environment Tech Group Co., Ltd. (上海匯舸環保科技集團股份有限公司) (the "Company"), HEREBY APPOINT THE CHAIRMAN OF THE MEETING (Note 3) or

of

to act as my/our proxy to attend and act for me/us at the 2026 first extraordinary general meeting of the Company (the "Meeting") to be held at Unit 3002, 30/F, South Tower, Shanghai International Fortune Center, No. 36 Xin Jin Qiao Road, Pudong New District, Shanghai, the PRC on Tuesday, 6 January 2026 at 10:00 a.m. and any adjourned meeting thereof, for the purposes of considering and, if thought fit, passing the resolution (Note 4) as set out in the notice convening the Meeting and to vote for me/us and in my/our name(s) in respect of the resolution as indicated below at the Meeting (and at any adjourned meeting thereof). Unless otherwise defined, capitalized terms used in this notice shall have the same meanings as those defined in the circular of the Company dated 15 December 2025.

SPECIAL RESOLUTIONS (Note 4) FOR (Note 5) AGAINST (Note 5) ABSTAIN (Note 5)
1 To consider and approve the proposed amendments to the Articles of Association and abolition of Supervisory Committee.
2 To consider and approve the acquisition of the Vessels.
ORDINARY RESOLUTIONS (Note 4) FOR (Note 5) AGAINST (Note 5) ABSTAIN (Note 5)
3 To consider and approve the appointment of Fan, Chan & Co. as the new auditor of the Company to hold office until the conclusion of the forthcoming annual general meeting of the Company and to authorize the Board to fix the remuneration of Fan, Chan & Co.
4 To consider and approve:
(a) the proposed amendments to the Rules of Procedure for the General Meeting; and
(b) the proposed amendments to the Rules of Procedure for the Board.
5 To consider and approve the re-election of Directors:
(a) the re-election of Mr. Zhou Yang as an executive director;
(b) the re-election of Mr. Zhao Mingzhu as an executive director;
(c) the re-election of Mr. Chen Zhiyuan as an executive director;
(d) the re-election of Mr. Shu Wa Tung, Laurence as an executive director;
(e) the re-election of Mr. Chen Rui as an executive director;
(f) the re-election of Dr. Guan Yanmin as an independent non-executive director;
(g) the re-election of Mr. Zhu Rongyuan as an independent non-executive director; and
(h) the re-election of Ms. Ng Sin Kiu as an independent non-executive director.
6 To consider and approve the remuneration scheme for the second session of the Board of Directors.
7 To consider and approve the provision of related-party guarantees by the Company to wholly-owned subsidiaries for the acquisition of the Vessels.

Date: 2025

Signature(s):


Notes:

  1. Full name(s) (in Chinese and English, as registered in the register of members of H shares) and registered address(es) to be inserted in BLOCK CAPITALS.

  2. Please insert the number of H shares of the Company registered under your name(s) to which this form of proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all H shares of the Company registered in your name(s).

  3. If any proxy other than the chairman of the Meeting is appointed, please strike out the words “THE CHAIRMAN OF THE MEETING or” and insert the name and address of the proxy desired in the space provided. A shareholder may appoint one or more proxies to attend and vote on his behalf. If a shareholder appoints more than one proxy, his proxies may only exercise voting rights at a poll. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

  4. The full text of the resolution is set out in the circular of the Meeting dated 15 December 2025, together with which this form of proxy will be sent to shareholders of the Company. Any shareholder who wishes to appoint a proxy shall refer to the Meeting circular.

  5. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION, PLEASE TICK THE BOX MARKED “FOR” BESIDE THE RESOLUTION. IF YOU WISH TO VOTE AGAINST THE RESOLUTION, PLEASE TICK THE BOX MARKED “AGAINST” BESIDE THE RESOLUTION. IF YOU WISH TO ABSTAIN FROM VOTING ON THE RESOLUTION, PLEASE TICK THE BOX MARKED “ABSTAIN” BESIDE THE RESOLUTION. IN COUNTING THE VOTING RESULTS FOR A RESOLUTION, ABSTAINED VOTES WILL BE REGARDED AS VOTES WITH VOTING RIGHTS. If no direction is given, your proxy may vote or abstain at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the Meeting other than those referred to in the notice convening the Meeting.

  6. This form of proxy must be signed by you or your attorney duly authorised in writing. In the case of a corporation, this form of proxy must be either under its common seal or under the hand of its director(s) or duly authorised attorney(s). If this form of proxy is signed by an attorney of the shareholder, the power of attorney authorising that attorney to sign or other authorisation document must be notarized.

  7. To be valid, this form of proxy together with any power of attorney or other authorisation document (if any) under which it is signed or a notarized copy of that power of attorney or authorisation document must be lodged with the Company's H share registrar in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong (for holders of H shares), no later than 24 hours before the time appointed for holding the Meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the Meeting if you so wish. In such event, your form of proxy will be deemed to have been revoked.

  8. Shareholders or their proxies attending the Meeting shall present their identity documents.

  9. A proxy need not be a shareholder of the Company but must attend the Meeting in person to represent the shareholder.

  10. In the case of joint registered holders of any shares, any one of such joint registered holders may vote at the Meeting, either in person or by proxy, in respect of such shares as if he/she/it were solely entitled thereto; but should more than one of such joint registered holders be present at the Meeting, either in person or by proxy, the vote of that one of them so present, whose name stands first on the register of members of the Company in respect of such shares shall be accepted to the exclusion of the votes of the other joint registered holder(s).