Guodian Technology & Environment : FORM OF PROXY FOR THE FIRST EXTRAORDINARY GENERAL MEETING FOR THE YEAR 2019

			國 電 科 技 環 保 集 團 股 份 有 限 公 司
			GUODIAN TECHNOLOGY & ENVIRONMENT GROUP CORPORATION LIMITED*
			(a joint stock company incorporated in the People's Republic of China with limited liability)
				(Stock code: 01296)
			FORM OF PROXY FOR
		THE FIRST EXTRAORDINARY GENERAL MEETING FOR THE YEAR 2019
I/We (Note 1)					of
being the holder of			domestic shares/		H shares (Note 2)

of Guodian Technology & Environment Group Corporation Limited* (the "Company"), hereby appoint the Chairman of meeting,

or (Note 3)

of

as my/our proxy to attend and vote for me/us and on my/our behalf at the first extraordinary general meeting of the Company for the year 2019 ("EGM") to be held at the Conference Room, 3rd Floor, Building 1, Yard 16, W. 4th Ring Middle Road, Haidian District, Beijing, the People's Republic of China ("PRC") at 10 a.m., on Monday, 23 December 2019, or at any adjournment thereof as indicated hereunder in respect of the resolutions set out in the notice of EGM. In the absence of any indication, the proxy may vote at his/her own discretion.

		Ordinary Resolutions			For (Note 4)	Against (Note 4)	Abstain (Note 4)
1.	(a)	To consider and approve entering into the United Power Master Agreement between the
		Company and Guodian United Power Technology Co., Ltd. (國電聯合動力技術有限公司)
		("United Power")(as defined in the announcement in relation to entering into continuing
		connected transactions dated 29 October 2019).
	(b)	To consider and approve the proposed annual caps of the continuing connected transactions
		contemplated under the United Power Master Agreement as set out below.
			Proposed annual caps for the year
				ending 31 December
	Transaction	2020	2021	2022
			(RMB million)	(RMB million)	(RMB million)
	Provision of goods and services by	600.00	500.00	500.00
		the Group to United Power and
		its subsidiaries
	Provision of goods and services	1,100.00	1,100.00	1,100.00
		b y U n i t e d P o w e r a n d i t s
		subsidiaries to the Group
	and
	(c)	Any one of the directors for and on behalf of the Company be and is hereby authorized,
		among other matters, to sign, execute, perfect and deliver or to authorize signing, executing,
		perfecting and delivering all such documents and deeds, to do or authorize doing all such
		acts, matters and things as he/she may in his/her discretion consider necessary, expedient or
		desirable to give effect to and implement the United Power Master Agreement and to waive
		compliance from or make and agree such amendments of a non-material nature to any of the
		terms of the United Power Master Agreement he/she may in his/her discretion consider to be
		desirable and in the interests of the Company and all the directors' acts as aforesaid.
2.	(a)	To consider and approve entering into the Longyuan Technology Master Agreement between
		the Company and Yantai Longyuan Power Technology Co., Ltd.(煙台龍源電力技術股份有
		限公司) ("Longyuan Technology") (as defined in the announcement in relation to entering
		into continuing connected transactions dated 29 October 2019).
	(b)	To consider and approve the proposed annual caps of the transactions in relation to the
		provision of goods and services by Longyuan Technology and its subsidiaries to the Group
		contemplated under the Longyuan Technology Master Agreement as set out below.
			Proposed annual caps for
			the year ending December 31
	Transaction	2020	2021	2022
			(RMB million)	(RMB million)	(RMB million)
	Provision of goods and services by	130.00	130.00	130.00
		Longyuan Technology and its
		subsidiaries to the Group
	and

		Ordinary Resolutions	For (Note 4)	Against (Note 4)	Abstain (Note 4)
	(c)	Any one of the directors for and on behalf of the Company be and is hereby authorized,
		among other matters, to sign, execute, perfect and deliver or to authorize signing, executing,
		perfecting and delivering all such documents and deeds, to do or authorize doing all such
		acts, matters and things as he/she may in his/her discretion consider necessary, expedient or
		desirable to give effect to and implement the Longyuan Technology Master Agreement and to
		waive compliance from or make and agree such amendments of a non-material nature to any
		of the terms of the Longyuan Technology Master Agreement he/she may in his/her discretion
		consider to be desirable and in the interests of the Company and all the directors' acts as
		aforesaid.
3.	To consider and approve the proposed change of Company name from "國電科技環保集團股份有限
	公司" to "國家能源科技環保集團股份有限公司" in Chinese, and from "GUODIAN TECHNOLOGY
	& ENVIRONMENT GROUP CORPORATION LIMITED" to "CHN ENERGY TECHNOLOGY＆
	ENVIRONMENT GROUP CORPORATION LIMITED" in English.
		Special Resolutions	For (Note 4)	Against (Note 4)	Abstain (Note 4)
1.	(a)	To consider and approve the amendments to the current articles of association of the
		Company("Articles") (details of the amendments will be set out in the Company's circular to
		be dispatched in due course).
	(b)	To authorize any director of the Company to file applications of any necessary approvals and
		make any filing and registration as necessary for and on behalf of the Company with regard
		to the Articles.
2.	To consider and approve the issuance of not more than RMB 1.5 billion super short-term debentures
	be taken place within 24 months from the approval date of this resolution ("Super Short-term
	Debentures"), and the authorization of the board of directors to delegate the authorization regarding
	determining and handling all relevant matters of the Super Short-term Debentures to the general
	manager office of the Company.

Date:

2019

Signature (Note 5) :

Notes:

1. Please insert the full name(s) (in Chinese or English) and registered address(es) as shown on the register of members of the Company in block letters.
2. Please insert the number of shares registered in your name(s) and select the class of shares (delete as appropriate). If no number and class of shares are completed, this form of proxy will be deemed to relate to all shares in the capital of the Company registered in your name(s).
3. If any proxy other than the Chairman of the meeting of the Company is preferred, please cross out the words "the Chairman of the meeting, or" and insert the name(s) and address(es) of the proxy(ies) desired in the spaces provided. A shareholder may appoint one or more proxies to attend and vote on his/her behalf. A proxy need not be a shareholder of the Company. Any alteration made to this form of proxy must be initialed by the person who signs it.
4. Important: If you wish to vote for any resolution, please tick the appropriate box marked "FOR" or insert the relevant number of shares. If you wish to vote against any resolution, please tick the appropriate box marked "AGAINST" or insert the relevant number of shares. If you wish to vote abstained a resolution, please tick the appropriate box marked "ABSTAIN" or insert the relevant number of shares. The number of abstained votes will not be counted as the required majority in favour of any given resolution proposed while the number of abstained votes will be counted into the denominator for the purpose of percentage calculation of the voting. If you return this form of proxy 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 matter (including amendments to resolution(s)) which may properly come before the meeting.
5. This form of proxy must be signed by you, or your attorney duly authorized in writing or, in the case of a legal person, must be either affixed with the legal person's common seal or signed by its directors or duly authorized attorney.
6. Shareholders who have the right to attend and vote at the first EGM for the year 2019 are entitled to appoint in writing one or more proxies to attend and vote at the meeting on their behalf. A proxy need not be a shareholder of the Company.
7. If more than one proxy has been appointed by any shareholder of the Company, such proxies shall not vote at the same time.
8. The first EGM for the year 2019 is expected to last for half a day. Shareholders or their proxies attending the first EGM for the year 2019 shall be responsible for their own travel and accommodation expenses. Shareholders or their proxies shall produce their identification documents for verification when attending the EGM.
9. In the case of joint 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/she was solely entitled thereto. However, if more than one of such joint holders are present at the EGM, either personally or by proxy, then the vote of the person, whose name stands first on the register of members in respect of such shares shall be accepted to the exclusion of the vote(s) of the other joint holder(s).
10. The instrument appointing a proxy must be duly authorized in writing by the appointer or his/her attorney. If the form of proxy is signed by a person authorized by the appointer under a power of attorney or other authorization documents given by the appointer, such power of attorney or other authorization documents shall be notarised. The form of proxy and the notarised power of attorney or other authorization documents must be lodged with the Company's H share registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong (for holders of H shares), or the Company's head office in the PRC at Building 1, Yard 16, W. 4th Ring Middle Road, Haidian District, Beijing, PRC (for holders of domestic shares), not less than 24 hours before the time appointed for holding of the first EGM for the year 2019 or any adjournment thereof.

• For identification purpose only