China Energy Engineering : PROXY FORM FOR THE SECOND DOMESTIC SHAREHOLDERS' CLASS MEETING OF 2021 TO BE HELD ON FRIDAY, 9 APRIL 2021 AND ANY ADJOURNMENT THEREOF

CHINA ENERGY ENGINEERING CORPORATION LIMITED*

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

(Stock Code: 3996)

PROXY FORM

FOR THE SECOND DOMESTIC SHAREHOLDERS' CLASS MEETING OF 2021 TO BE HELD

ON FRIDAY, 9 APRIL 2021 AND ANY ADJOURNMENT THEREOF

I/We (Note 1)

of (Note 2)

being the registered holder(s) of (Note 3)

Domestic Sharesof RMB1.00 each in the share capital of China Energy Engineering Corporation Limited (the "Company"), hereby appoint the Chairman of the meeting (Note 4) or of and/or of to act as my/our proxy to attend and vote for me/us and on my/our behalf at the second domestic shareholders' class meeting of 2021 of the Company to be held at Room 2702, Building 1, No. 26A West Dawang Road, Chaoyang District, Beijing, the PRC on Friday, 9 April 2021 at 11 a.m. (or immediately after the conclusion of the second extraordinary general meeting of 2021 or any adjournment thereof) and any adjournment thereof and to exercise all rights conferred on proxies under laws, regulations and the articles of association of the Company.

I/We wish my/our proxy to vote as indicated below in respect of the resolution to be proposed at the meeting, and if no such indication is given, as my/our proxy thinks fit.

Special Resolutions

For (Note 5)

Against (Note 5)Abstain (Note 5)

• 1. Resolution on the absorption and merger of CGGC through share swap by the issuance of A shares by the Company meeting the requirements for initial public offering and listing

• 2. Resolution on the plan for the absorption and merger of CGGC through share swap by the issuance of A shares by the Company

2.1

Summary of the plan for the Merger

2.2

Parties to the Merger

2.3

Method of the Merger

2.4

Class and nominal value of shares to be issued under share swap

2.5

Targets of the share swap and registration date of implementation of the Merger

2.6

Conversion price and issue price

2.7

Conversion ratio

2.8

Number of shares to be issued under the share swap

2.9

Listing and trading of A shares of the Company

2.10 Treatment of fractional shares

2.11 Treatment of CGGC shares with restricted rights

2.12 Lock-up period arrangement

2.13 Protection mechanism of rights for dissenting shareholders

2.14 Disposal of claims and debts and protection mechanism of rights for creditors in respect of the Merger

2.15 2.16

Arrangements for the transitional period

Arrangements for the transfer or closing of related assets in respect of the Merger

2.17 2.18 2.19

Employee settlement

Transfer arrangement of retained profits

Validity period of the resolution

*

For identification purpose only

Special Resolutions

For (Note 5)

Against (Note 5)Abstain (Note 5)

• 3. Resolution on entering into the Agreement on Absorption and Merger through Share Swap of China Energy Engineering Corporation Limited and China Gezhouba Group Stock Company Limited with effective conditions

• 4. Resolution on the Articles of Association (Draft) and its appendices applicable after the listing of A shares of the Company

• 5. Resolution on authorization to the Board and its authorised persons to deal with matters relating to the Merger by the shareholders' general meeting

Signature (Note 6):

Date:

2021

Notes:

• 1. Please insert full name(s) in BLOCK CAPITALS.

• 2. Please insert full address(es) in BLOCK CAPITALS.

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

• 4. If a proxy other than the Chairman of the meeting is preferred, cross out the words "the Chairman of the meeting" and insert the full name(s) and address(es) of the proxy (or proxies) desired in the space provided. A member may appoint one or more proxies to attend and vote at the meeting in his stead. If no name is inserted, the Chairman of the meeting will act as your proxy. Any changes made to this proxy form must be initialled by the person who signs it.

• 5. IMPORTANT: IF YOU WISH TO VOTE FOR THE ABOVE RESOLUTION, TICK THE APPROPRIATE BOX MARKED "FOR". IF YOU WISH TO VOTE AGAINST THE RESOLUTION, TICK THE APPROPRIATE BOX MARKED "AGAINST". IF YOU WISH TO ABSTAIN FROM VOTING, TICK THE APPROPRIATE BOX MARKED "ABSTAIN". Any abstain vote or waiver to vote shall be disregarded as voting rights for the purpose of calculating the result of that resolution. If you return this proxy form 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 resolution properly put to the meeting other than those

• referred to in the Notice of the Second Domestic Shareholders' Class Meeting of 2021.

• 6. This proxy form must be signed and dated by the Shareholder or his/her attorney duly authorized in writing. If the Shareholder is a company, it shall execute this proxy form under its common seal or by the signature(s) of its legal representative(s) or its directors or (a) person(s) authorized to sign on its behalf. In case of joint holders, only the person whose name stands first on the register of members may attend and vote at the meeting, either in person or by proxy.

• 7. To be valid, this proxy form, together with the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of such power of attorney or authority, must be completed and delivered to the company secretary of the Company at Building 1, No. 26A West Dawang Road, Chaoyang District, Beijing, the PRC by 10 a.m. on Thursday, 8 April 2021.

• 8. Completion and return of this proxy form do not affect your right to attend and vote at the meeting in person.

• 9. A proxy needs not be a Shareholder of the Company but must attend the meeting in person to represent you.