AAG Energy : FORM OF PROXY

AAG Energy Holdings Limited ԭߕঐ๕છٰϞࠢʮ̡

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2686)

FORM OF PROXY

For use by members at the Annual General Meeting to be held at 24/F, Admiralty Centre I, 18 Harcourt Road, Hong Kong 9:30 a.m. on Friday, May 20, 2022 or any adjournment thereof

Number of shares to which this form

of proxy relates (Note 1)

I/We (Note2)

of being the registered holder(s) ofshare(s) (Note 1)

(Note 3)

of US$0.0001 each in the issued share capital of AAG Energy Holdings Limited (the ''Company'') HEREBY APPOINT the chairman of the meeting or of

as my/our proxy to attend, act and vote for me/us and on my/our behalf as directed below at the annual general meeting (the ''AGM'') of the Company to be held at 24/F, Admiralty Centre I, 18 Harcourt Road, Hong Kong on Friday, May 20, 2022 at 9:30 a.m. (and at any adjournment thereof).

Name of proxy who is entitled to vote on the resolution on a show of hands at the AGM if more than one proxy are appointed (Note 3)

Please tick (''H'') the appropriate boxes to indicate how you wish your vote(s) to be cast on a poll (Note 4)

ORDINARY RESOLUTIONS FOR AGAINST

• 1. To consider and adopt the audited consolidated financial statements of the Company and its subsidiaries for the year ended

  December 31, 2021 and the reports of the directors of the Company (the ''Directors'') and the independent auditor of the Company (the ''Auditor'').

• 2. To declare a final dividend of RMB0.0589 per share (equivalent to approximately HKD0.0724 per share) for the year ended December 31, 2021.

• 3(a). To re-elect Mr. Zhang Jianbing as an executive Director.

• 3(b). To re-elect Mr. Huang Min as a non-executive Director.

• 3(c). To re-elect Mr. Tai Kwok Leung Alexander as an independent non-executive Director.

• 3(d). To authorize the board of Directors (the ''Board'') to fix the remuneration of the Directors.

• 4. To re-appoint PricewaterhouseCoopers as the auditor and authorize the Board to fix its remuneration.

• 5. To give a general mandate to the Directors to repurchase shares of the Company not exceeding 10% of the total number of issued shares of the Company as at the date of passing of this resolution.

• 6. To give a general mandate to the Directors to issue, allot and deal with additional shares of the Company not exceeding 20% of the total number of issued shares of the Company as at the date of passing of this resolution.

• 7. To extend the general mandate to issue, allot and deal with additional shares in the capital of the Company by the number of the share repurchased by the Company.

• 8. To give a specific mandate to the Directors to issue shares of the Company under the post-IPO restricted share unit scheme of the Company.

SPECIAL RESOLUTION

To approve the proposed amendments to the existing memorandum of association and articles of association of the Company and to adopt the second amended and restated memorandum of association and articles of association of the Company in substitution for and to the exclusion of the existing memorandum of association and articles of association of the Company.

Date:
Notes:
1.	Please insert the number of shares of the Company registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all the shares of the Company registered in your
name(s). If more than one proxy is appointed, the number of shares in respect of which each such proxy so appointed must be specified.
2.	Full name(s) and address(es) to be inserted in BLOCK CAPITALS.
3.	If any proxy other than the chairman of the meeting is preferred, please strike out the words ''the chairman of the meeting''and insert the name and address of the proxy desired in the space provided. Any
shareholder of the Company entitled to attend and vote at the AGM is entitled to appoint more than one proxy to attend and vote instead of him. A proxy need not be a shareholder of the Company. On a
show of hands every shareholder who is present in person or by proxy shall have one vote provided that where more than one proxy is appointed by a shareholder which is a clearing house (or its
nominee(s)), each such proxy shall have one vote on a show of hands. In the case of a poll, every shareholder present in person or by proxy shall be entitled to one vote for each share held by him.
4.	IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, PLEASE TICK (''H'') THE BOX MARKED ''FOR''.IF YOU WISH TO VOTE AGAINST A RESOLUTION, PLEASE TICK
(''H'') THE BOX MARKED AGAINST. If no direction is given, your proxy will vote or abstain at his discretion.
5.	This form of proxy must be signed by you or your attorney duly authorized in writing. In case of a corporation, the same must be either under its common seal or under the hand of an officer or attorney so
authorized. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.
6.	In case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of votes of the other joint holder(s) and for this purpose seniority will be
determined by the order in which the names stand in the register of members of the Company.
7.	In order to be valid, this completed form of proxy, together with the power of attorney or other authority (if any) under which it is signed or a certified copy thereof, must be deposited at the Company's share
registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed
for holding the AGM or any adjournment thereof.
8.	Completion and delivery of the form of proxy will not preclude you from attending and voting at the AGM if you so wish, but the appointment of the proxy will be revoked if you attend in person at the
meeting.
9.	The full text of the ordinary resolutions 5 to 7 are set out in the notice of AGM of the Company dated April 19, 2022.
10.	References to time and dates in this form of proxy are to Hong Kong time and dates.

PERSONAL INFORMATION COLLECTION STATEMENT

2022

Signature(s) (Note 5)

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 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 who provides administrative, computer and other services to us for use in connection with the Purposes 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. Request for access to and/or correction of the relevant personal data can be made in accordance with the provisions of the Personal Data (Privacy) Ordinance and any such request should be in writing by mail to Computershare Hong Kong Investor Services Limited at the above address.