China Ocean Industry : FORM OF PROXY FOR ANNUAL GENERAL MEETING

CHINA OCEAN INDUSTRY GROUP LIMITED

中 海 重 工 集 團 有 限 公 司

(Incorporated in Bermuda with limited liability)

(Stock code: 00651)

FORM OF PROXY FOR ANNUAL GENERAL MEETING to be held on Friday, 18 September 2020 (the "Meeting")

I/We 1 of

being the registered holder(s) of 2			shares of
HK$0.04 each in the capital of China Ocean Industry 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 Meeting of the Company to be held at Unit D, 16/F., MG Tower, 133 Hoi Bun Road, Kwun Tong, Kowloon, Hong Kong on Friday, 18 September 2020 at 10:30 a.m. (or any adjournment thereof) in respect of the resolutions set out in the notice of the Meeting ("Notice") as hereunder indicated, and if no such indication is given, as my/our proxy thinks fit.

				ORDINARY RESOLUTIONS			FOR 4	AGAINST 4
1.	To receive and adopt the audited consolidated financial statements and the reports of the directors
	and auditors of the Company for the year ended 31 December 2019.
2.	To re-elect Mr. Zhang Chuanjun as an executive director of the Company.
3.	To re-elect the following retiring directors of the Company:
	(i)	Mr. Li Ming as an executive director of the Company.
	(ii)	Ms. Xiang Siying as an independent non-executive director of the Company until the
			conclusion of the annual general meeting of the Company of 2022.
4.	To authorise the board of directors of the Company to fix the remuneration of the directors of the
	Company.
5.	To re-appoint Messrs Asian Alliance (HK) CPA Limited as the Company's auditors and to
	authorise the Board to fix their remuneration.
6.	To grant a general mandate to the directors of the Company to issue or otherwise deal with
	unissued shares of the Company ("General Mandate") as set out in item 6 of the Notice.
7.	To grant a general mandate to the directors of the Company to purchase shares of the Company
	("Repurchase Mandate") as set out in item 7 of the Notice.
8.	To approve the addition to the General Mandate of the number of shares of the Company under
	the prevailing Repurchase Mandate as set out in item 8 of the Notice.
Dated this			day of		2020	Signature(s)6:

Notes:

1. Please fill in your full name(s) and address(es) in BLOCK CAPITALS. The names of all joint holders should be stated.
2. Please fill in the number of shares of HK$0.04 each in the capital of the Company 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 the shares in the capital of the Company registered in your name(s).
3. If any proxy other than the Chairman of the Meeting is preferred, please delete the words "the Chairman of the Meeting or" and insert the name and address of the proxy desired in the space provided. A member entitled to attend and vote at the Meeting is entitled to appoint one or more proxies to attend and, in the event of a poll, to vote in his/her stead. The proxy need not be a member of the Company but must attend the Meeting in person to represent you. IF NO NAME IS GIVEN, THE CHAIRMAN OF THE MEETING WILL ACT AS YOUR PROXY.
4. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, TICK THE BOX MARKED "FOR". IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, TICK THE BOX MARKED "AGAINST". Failure to tick a box will entitle your proxy to cast your vote or abstain 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. 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 such power or authority, must be lodged with the Company's branch share registrar in Hong Kong, Tricor Abacus Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong or not less than 48 hours before the time appointed for any adjournment of the Meeting.
6. This form of proxy either must be signed by you or your attorney duly authorised 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 authorised.
7. Where there are joint registered holders of any share, any one of such persons may vote at the Meeting, either personally or by proxy in respect of such share as if he were solely entitled therein, but if more than one of such joint holders is present at the Meeting, personally or by proxy, that one of the said persons so present whose name stands first on the register in respect of such share shall alone be entitled to vote in respect thereof.
8. Completion and delivery of this form of proxy will not preclude you from attending and voting at the Meeting if you so wish; and in such event, the appointment of the proxy will be deemed to be revoked.
9. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

PERSONAL INFORMATION COLLECTION STATEMENT

"Personal Data" in this proxy form has the same meaning as "personal data" in the Personal Data (Privacy) Ordinance, Cap 486 of the laws of Hong Kong ("PDPO"), which includes the name(s) and address(es) of you and your proxy(ies).

Your supply of all Personal Data, including but not limited to the name(s) and address(es) of you and your proxy(ies), is on a voluntary basis. Personal Data of you and your proxy(ies) provided in this proxy form will be used for the purpose of and in connection with processing your request for the appointment of a proxy (or proxies) to attend, act and vote on your behalf as directed above at the Meeting of the Company (the "Purposes"). However, we may not be able to process your request unless you provide us with Personal Data of you and your proxy(ies). We may disclose to and/or transfer Personal Data of you and your proxy (or proxies) to the Company's branch share registrar Tricor Abacus Limited, our agent, contractor, or third party service provider who provides administrative, computer and other services to us for use in connection with the Purposes and to such parties who are authorized by law to request for the Personal Data or are otherwise relevant for the Purposes and need to receive the Personal Data. The Personal Data of you and your proxy(ies) will be retained for such period as may be necessary to fulfil the Purposes and for our verification and record purposes. By providing the Personal Data of your proxy(ies) in this proxy form, you should have obtained the express consent (which has not been withdrawn in writing) from your proxy(ies) in using his/her Personal Data provided in this proxy form and that you have informed your proxy(ies) of the Purposes of and the manner in which his/her Personal Data may be used. You and your proxy(ies) have the right to request access to and/or correction of the relevant Personal Data in accordance with the provisions of PDPO and any such request should be in writing by mail to the Company/Tricor Abacus Limited at the above address.