Dongwu Cement International : FORM OF PROXY FOR ANNUAL GENERAL MEETING

Dongwu Cement International Limited

東吳水泥國際有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 695)

FORM OF PROXY FOR ANNUAL GENERAL MEETING

I/We (note 1)

of

being the registered holder(s) of (note 2)

shares

of HK$0.01 each in the share capital of Dongwu Cement International Limited (the ''Company'') HEREBY APPOINT (note 3) the Chairman of the

meeting or

of

as my/our proxy(ies) to act for me/us on my/our behalf at the annual general meeting of the Company to be held at Building 11 No. 2283 Hongqiao Road, Changning District, Shanghai, People's Republic of China on Tuesday, 18 May 2021 at 10 a.m. (or at any adjournment thereof) (the ''AGM'') to vote for me/us in respect of the resolutions as hereunder indicated or, if no such indication is given, at the discretion of my/our proxy(ies).

ORDINARY RESOLUTIONS

For (note 4)

Against (note 4)

1. To receive and adopt the audited financial statements and the reports of the directors (the ''Directors'' and each a ''Director'') and the auditors of the Company for the year ended 31 December 2020.
2. To re-elect Mr. Tseung Hok Ming as a non-executive Director.
3. To re-elect Ms. Xie Yingxia as a non-executive Director.
4. To re-elect Mr. Cao Kuangyu as an independent non-executive Director.
5. To elect Mr. Chen Xuanlin as a non-executive Director.
6. To elect Mr. Suo Suo as an independent non-executive Director.
7. To authorise the board of Directors to fix the remuneration of the Directors.
8. To re-appoint BDO Limited as the Company's auditors and to authorise the Board to fix their remuneration.
9. To grant a general mandate to the Board to allot, issue and deal with additional shares of the Company not exceeding 20% of the aggregate number of issued shares of the Company as at the date of passing this resolution.
10. To grant a general mandate to the Board to buy-back shares of the Company not exceeding 10% of the aggregate number of issued shares of the Company as at the date of passing this resolution.
11. To extend, conditional upon the above resolutions nos. 9 and 10 being duly passed, the general mandate to allot shares of the Company by adding the amount representing the aggregate number of shares bought back by the Company to the general mandate.

Date:

Signature(s):

Notes:

1. Please insert full name(s) and address(es) in BLOCK CAPITALS.
2. Please insert the number of shares registered in 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 shares registered in your name(s).
3. A proxy need not be a member of the Company. If you wish to appoint any person other than the Chairman of the meeting as your proxy, please delete the words ''the Chairman of the meeting or'' and insert the name and address of the person appointed proxy in the space provided.
4. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION(S), PLEASE TICK IN THE BOX(ES) MARKED ''For''. IF YOU WISH TO VOTE AGAINST THE RESOLUTION(S), PLEASE TICK IN THE BOX(ES) MARKED ''Against''. Failure to complete the boxes will entitle your proxy(ies) to cast his/their vote(s) or abstain from voting at his/their discretion. A proxy will also be entitled to vote at his discretion or abstain from voting on any resolution properly put to the meeting other than those set out in the notice of AGM.
5. This form of proxy must be signed by you or your attorney duly authorised in writing, or, in the case of a corporation, must be either under seal or under the hand of an officer or attorney duly authorised.
6. To be valid, this form of proxy, together with the power of attorney or other authority (if any) under which it is signed (or a notarially certified copy of that power of attorney or authority), must be deposited at the Company's share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, not later than 48 hours before the time appointed for the holding of the AGM.
7. Where there is joint holding of any share(s), any joint holder may vote at the AGM, either personally or by proxy, in respect of such share(s) as if he were solely entitled thereto; but if more than one of such joint holders be present at the AGM personally or by proxy, that one of the joint holders so present whose name stands first on the register of members of the Company in respect of such share(s) will alone be entitled to vote in respect thereof.
8. Any alteration made to this form should be initialed by the person who signs the form.
9. Completion and deposit of this form of proxy will not preclude you from attending and voting at the AGM should you so wish.