Ko Yo Chemical : PROXY FORM FOR THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON 8 NOVEMBER 2019

Ko Yo Chemical (Group) Limited

玖源 化工(集團 )有 限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 00827)

PROXY FORM FOR THE EXTRAORDINARY GENERAL MEETING

TO BE HELD ON 8 NOVEMBER 2019

I/We1

of

being the registered holder(s) of2

ordinary shares of HK$0.10 each in the capital of Ko Yo Chemical (Group) Limited (the "Company"), HEREBY APPOINT3 the Chairman of the meeting,

or

of

as my/our proxy to attend and vote for me/us and on my/our behalf at the extraordinary general meeting (the "EGM") of the Company to be held at Suite No. 02, 31st Floor, Sino Plaza, 255-257 Gloucester Road, Causeway Bay, Hong Kong on Friday, 8 November 2019 at 3:00 p.m. for the purposes of considering and, if thought fit, passing the resolutions set out in the notice of the EGM (the "Notice") and at such meeting (or at any adjournment thereof) to vote for me/us and in my/our name(s) as indicated below or, if no such indication is given, as my/our proxy thinks fit.

Please indicate with a "" in appropriate boxes to indicate how you wish your votes to be cast for the following resolutions to be proposed at the EGM.

					ORDINARY RESOLUTIONS		FOR4	AGAINST4
1.	(i)	To approve, confirm and ratify the subscription agreement dated 10 July 2019 (the "Subscription
			Agreement") entered into between the Company and Mr. Tang Guoqiang (the "Subscriber") and the
			transactions contemplated thereunder;
	(ii)	to approve the issue by the Company	of the convertible bonds in the principal	amount of
			HK$987,000,000 at an initial conversion price of HK$0.141 per share (subject to adjustments) (the
			"Convertible Bonds") pursuant to the Subscription Agreement together with the issuance of the
			bond instrument and the bond certificate to the Subscriber;
	(iii)	to approve the granting of a specific mandate to the directors of the Company (the "Directors") to
			issue and allot up to 7,000,000,000 ordinary shares of HK$0.10 each of the Company to be issued
			upon the exercise of the conversion rights attaching to the Convertible Bonds at an initial conversion
			price of HK$0.141 per share (subject to adjustments) (the "Conversion Shares"); and
	(iv)	to authorize any one or more of the Directors (except Mr. Tang Guoqiang) to do all such acts and
			things and sign and execute all such documents and to take such steps as he/they may consider
			necessary, desirable or expedient for the purpose of, or in connection with, the implementation of and
			giving effect to the Subscription Agreement and the transaction contemplated thereby, including but
			not limited to the issue of the Convertible Bonds and the issue and allotment of the Conversion
			Shares.
2.	(i)	To approve the increase in the authorised share capital of the Company from HK$800,000,000
			divided into 8,000,000,000 shares of HK$0.10 each to HK$2,000,000,000 divided into
			20,000,000,000 shares by the creation of an additional 12,000,000,000 new shares (the "Increase in
			Authorised Share Capital"); and
	(ii)	to authorize any one or more of the Directors (except Mr. Tang Guoqiang) to do all such acts and
			things and execute all such documents which he/they may consider necessary, desirable or expedient
			for the purpose of, or in connection with, the implementation of and giving effect to the Increase in
			Authorised Share Capital.
Dated this			day of			2019	Signature(s)(5,6,7,8)

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS. The name of all joint holders should be stated.
2. Please insert the number of shares registered in your name(s) to which this form of proxy related. If no number is inserted, this form of proxy will be deemed to relate to all the shares in the Company registered in your name(s).
3. If any proxy other than the Chairman of the meeting is preferred, delete the words "the Chairman of the meeting, or" and insert the name and address of the proxy desired in the space provided. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.
4. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION INDICATE WITH A "" IN THE BOX MARKED "FOR". IF YOU WISH TO VOTE AGAINST ANY RESOLUTION INDICATE WITH A "" IN THE BOX MARKED "AGAINST". Failure to do so will entitle your proxy to cast your vote at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the meeting other than those referred to in the notice convening the meeting.
5. In order to be valid, the form of proxy must be deposited with the Company's share registrar in Hong Kong, Union Registrars Limited, Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King's Road, North Point, Hong Kong, together with any power of attorney or other authority, under which it is signed, or a certified copy of that power or authority, not less than 48 hours before the time for holding the meeting or any adjournment thereof.
6. This form of proxy must be signed by you or your attorney duly authorized in writing or, in the case of a corporation, must either be executed under its common seal or under the hand of an officer or attorney or other person duly authorized.
7. Where there are joint holders of any share in the Company, any one of such persons may vote, either in person or by proxy, in respect of such share as if he were solely entitled thereto, but if more than one of such joint holders is present at the meeting, the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other holders, and for this seniority shall be determined by the order in which the names stand in the register of members in respect of the joint holding.
8. The proxy need not be a member of the Company but must attend the meeting in person to represent you. Completion and deposit of the form of proxy will not preclude you from attending and voting in person at the EGM if you so wish and in such event, the form of proxy shall be deemed to be revoked.