Tianjin Tianbao Energy : PROXY FORM FOR THE SECOND EXTRAORDINARY GENERAL MEETING IN 2020 TO BE HELD ON MAY 8, 2020 OR ANY ADJOURNMENT THEREOF

Tianjin Tianbao Energy Co., Ltd.*

天 津天保能源 股份有限公 司

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

(Stock Code: 1671)

PROXY FORM FOR THE SECOND EXTRAORDINARY GENERAL MEETING IN

2020 TO BE HELD ON MAY 8, 2020 OR ANY ADJOURNMENT THEREOF

Number of shares to which this proxy form relates(Note 1)

Class of shares (domestic shares or H shares) to which this proxy form relates

I/We,(Note 2)

of address(Note 2)

being the holder(s) of

domestic shares/H shares(Note 3)

of RMB1.00 each in the share capital of Tianjin Tianbao Energy Co., Ltd.* (the "Company"), hereby appoint the chairman of the meeting or(Note 4)

of address(Note 4)

as my/our proxy(ies) to attend the second extraordinary general meeting (the "EGM") of the Company in 2020 to be held at 10 a.m. on May 8, 2020 at the meeting room, 3/F, No. 35 Haibinba Road, Tianjin Port Free Trade Zone, Tianjin City, the PRC or any adjournment thereof and to vote at such meeting or at any adjournment thereof in respect of the resolutions set out in the notice of EGM as hereunder indicated on behalf of me/us, or if no such indication is given, as my/our proxy(ies) thinks fit. Unless the context requires otherwise, capitalized terms used herein shall have the same meanings ascribed to them in the circular of the Company dated March 12, 2020.

ORDINARY RESOLUTIONS

FOR(Note 5)

AGAINST(Note 5) ABSTAIN(Note 5)

1. (a) To consider, approve, confirm and ratify the execution of the Equity Transfer Agreement, and to approve the Acquisition and all transactions contemplated thereunder; and
2. 1. To generally and unconditionally authorize any one of the Directors or the authorized persons of the Company to do all such acts and things, to sign and execute all such documents or agreements for and on behalf of the Company and to do such other things and to take all such actions as he considers necessary, appropriate, desirable and expedient for the purpose of or in connection with the implementation and completion of all the transactions contemplated under the Acquisition and the Equity Transfer Agreement, including without limitation, to agree to such variations, amendments or waiver of documents or any terms thereof which are not fundamentally different from those as provided in the Equity Transfer Agreement or matters relating thereto, as he may consider to be desirable and are in the interest of the Company and its Shareholders as a whole, and to seek all regulatory approvals as required to effect the completion of the Acquisition.
3. To consider and approve the provision of the Guarantee by the Company to China Development Bank for the Target Company according to the terms of the Equity Transfer Agreement.

Date:

day

of 2020

Signature:(Note 6)

Notes:

1. Please insert the number of shares of the Company registered in your name(s) to which this proxy form relates. If a number is inserted, this proxy form will be deemed to relate only to those shares. If no number is inserted, the proxy form will be deemed to relate to all shares of the Company registered in your name(s) (whether alone or jointly with others).
2. Please insert your full name(s) and address(es) as registered in the register of members of the Company in BLOCK LETTERS.
3. Please insert the number of shares of the Company registered in your name(s) and delete as appropriate.
4. If any proxy other than the chairman of the meeting of the Company is preferred, please strike out the words "the chairman of the meeting or" and insert the name and address of the proxy desired in the space provided. If no information is inserted, the chairman of the meeting will act as your proxy. A holder of the shares of the Company may appoint one or more proxies to attend and vote on his/her behalf. A proxy needs not be a shareholder of the Company. Any alteration made to this proxy form must be initialled by the person who signs it.
5. Important: If you wish to vote for any resolution, please put a tick or insert the number of shares held by you in the box marked "FOR". If you wish to vote against any resolution, please put a tick or insert the number of shares held by you in the box marked "AGAINST". If you wish to abstain from voting on any resolution, please put a tick or insert the number of shares held by you in the box marked "ABSTAIN". If no direction is given, your proxy may vote as he/she thinks fit. Any abstain votes will be counted in the calculation of the required majority.
6. This proxy form must be signed by you or your attorney duly authorized in writing or, in the case of a corporation, must be either executed under its common seal or under the hand of its director or attorney or other officer duly authorized. In case of joint holders, the vote of the senior joint shareholder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint shareholder(s) and for this purpose seniority will be determined by the order in which the names stand on the register of members of the Company in respect of the joint shareholding.
7. To be valid, this proxy form and, if such proxy is signed by a person on behalf of the appointer pursuant to a power of attorney or other authority, a notarial copy of that power of attorney or other authority must be delivered to the Company's H share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong (for holders of H shares) or the head office of the Company in the PRC at No. 35 Haibinba Road, Tianjin Port Free Trade Zone, Tianjin City, the PRC (for holders of domestic shares) not less than 24 hours before the time scheduled for holding the EGM (or any adjournment thereof). Completion and return of the proxy form will not preclude shareholders from attending and voting in person at the EGM or any adjourned meetings thereof should they so wish.
8. Shareholders or their proxies shall provide their identification documents when attending the EGM. In case of a corporate shareholder, its proxy or other person authorized to attend the meeting with a resolution passed by the board of directors or other decision-making authorities of which the shareholder is a member, should provide a copy of such resolution.

• For identification purposes only