IRICO New Energy : PROXY FORM FOR THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON 20 JANUARY 2020

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IRICO GROUP NEW ENERGY COMPANY LIMITED*

PROXY FORM FOR THE EXTRAORDINARY GENERAL MEETING

TO BE HELD ON 20 JANUARY 2020

I/We(Note 1)		of
being the registered holder(s) of(Note 2)					domestic/H shares(Note 3)
in IRICO Group New Energy Company Limited* (the "Company"), HEREBY APPOINT(Note 4)
of			,

or failing him, the chairman of the extraordinary general meeting or any other director of the Company as my/our proxy in respect

of(Note 5)domestic/H shares in the share capital of the Company held by me/

us to attend and act for me/us at the extraordinary general meeting of the Company to be held at 9:00 a.m. on Monday, 20 January 2020 at the conference room of the Company at No. 1 Caihong Road, Xianyang, Shaanxi Province, the People's Republic of China (the "EGM") and/or at any adjournment thereof. The proxy/proxies will vote at such meeting and/or at any adjournment thereof in respect of the resolutions as hereunder indicated, or if no such indication is given, as my/our proxy thinks fit.

SPECIAL RESOLUTIONS(Note 6)

FOR(Note 6)

AGAINST(Note 6) ABSTAIN(Note 6)

1. To consider and approve the extension of validity period of resolution in respect of the proposed issue of not more than 2.3 billion new H shares (the "Proposed H Share Issue") and related matters (the resolution was approved as a special resolution at the extraordinary general meeting and the class meeting of the holders of H shares held on 23 January 2019, respectively), including the extension of validity period of the authorisation to the Board to deal with matters relating to the Proposed H Share Issue. The above validity period shall be extended for a period of 12 months from the date on which the resolution is approved at the extraordinary general meeting and the class meeting of the holders of H shares of the Company to be held on 20 January 2020.
2. To consider, approve and permit the proposed subscription by Xianyang Zhongdian IRICO Group Holdings Ltd.* (咸陽中電彩虹 集團控股有限公司) ("Zhongdian IRICO") and the subscription agreement with Zhongdian IRICO, the terms thereof and all transactions contemplated thereunder, and the Board to be authorized to do all such acts and things and to sign and execute all documents and to take such steps as the Board (or any Directors) may in their absolute discretion consider necessary and appropriate to give effect to the proposed subscription by Zhongdian IRICO and the subscription agreement with Zhongdian IRICO; and

	SPECIAL RESOLUTIONS(Note 6)	FOR(Note 6)	AGAINST(Note 6)	ABSTAIN(Note 6)
3.	To consider and approve the proposal in relation to the granting of an
	authorization to the Board to arrange for the necessary amendments
	to Article 22 of the Articles of Association in order to reflect the
	shareholding structure change after completion of the issue of new H
	shares.
	ORDINARY RESOLUTION(Note 6)	FOR(Note 6)	AGAINST(Note 6)	ABSTAIN(Note 6)
4.	To consider and approve the appointment of Mr. Tong Xiaofei as an
	executive director of the Company.

The full text of resolutions is set out in the Notice of the Extraordinary General Meeting of the Company dated 6 December 2019 and the Supplemental Notice of the Extraordinary General Meeting of the Company dated 3 January 2020 published on the websites of The Stock Exchange of Hong Kong Limited and the Company.

Date:

Signature(s)(Note 7) :

Notes:

1. Please insert full name(s) and address(es) (as shown in the register of members of the Company) in BLOCK CAPITALS.
2. Please insert the number of all the shares in the Company registered in your name(s).
3. Please specify whether your shares are domestic shares or H shares of the Company and delete as appropriate, failing which the relevant number of shares will be deemed to refer to H shares of the Company.
4. Please insert the name and address of the proxy desired. IF NO NAME AND ADDRESS IS INSERTED, THE CHAIRMAN OF THE MEETING WILL ACT AS YOUR PROXY. The proxy need not be a shareholder of the Company but must attend the meeting in person to represent you.
5. Please indicate clearly the number of shares in the Company registered in your name(s) in respect of which the proxy is so appointed. If no such member is inserted, the proxy is deemed to be appointed in respect of all the shares in the Company registered in your name(s).
6. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, TICK IN THE BOX MARKED "FOR". IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, TICK IN THE BOX MARKED "AGAINST". IF YOU WISH TO ABSTAIN FROM VOTING ON ANY RESOLUTION, TICK IN THE 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 wish to vote only part of the number of shares of the Company in respect of which the proxy is so appointed, please state the exact number of shares in lieu of a tick in the relevant box. Failure to tick or state the exact number of shares in any box will entitle your proxy to cast your vote at his discretion.
7. This proxy form must be signed by you or your attorney duly authorized in writing or, in the case of a corporation or institution, either under seal or executed by its director or attorney duly authorized in writing.
8. To be valid, for holder of H shares of the Company, this proxy form and, if such proxy form is signed by a person under a power of attorney or other authority on behalf of the appointer, a notarized copy of that power of attorney or other authority, must be deposited at the Company's H share registrar, Computershare Hong Kong Investor Services Limited at Rooms 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Hong Kong not less than 24 hours before the time appointed for holding the EGM (i.e. 9:00 a.m. on Sunday, 19 January 2020) or any adjournment thereof. In respect of the shareholders of domestic shares of the Company, the above documents should be delivered to the office of the secretary of the board of directors of the Company at No. 1 Caihong Road, Xianyang, Shaanxi Province, the PRC within the same period.

• For identification purpose only