Ozner Water International : FORM OF PROXY FOR USE AT THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON 7 JANUARY 2020

OZNER WATER INTERNATIONAL HOLDING LIMITED

浩 澤 淨 水 國 際 控 股 有 限 公 司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 2014)

FORM OF PROXY FOR USE AT THE EXTRAORDINARY GENERAL MEETING

TO BE HELD ON 7 JANUARY 2020

I/We (Name)			(Block capitals, please)
of (Address)
being the holder(s) of		(see Note 1) shares of HK$0.01 each in the capital of Ozner Water International
Holding Limited (''Ozner'') hereby appoint (Name)
of (Address)
or failing him/her, (Name)
of (Address)

or failing him/her, the chairman of the meeting (see Note 2) 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 Unit 502-503a, Level 5, Core C, Cyberport 3, 100 Cyberport Road, Pok Fu Lam, Hong Kong on Tuesday, 7 January 2020 at 9:00 a.m. and at any adjournment thereof for the purpose of considering and, if thought fit, passing the resolutions as set out in the notice convening the EGM dated 13 December 2019 (the ''Notice''), or on any resolution or motion which is proposed thereat. My/Our proxy is authorised and instructed to vote as indicated (see Note 3) in respect of the undermentioned resolutions.

Capitalized terms used herein shall have the same meanings as those defined in the Notice and the circular of Ozner dated 13 December 2019.

Ordinary Resolutions for Ozner Independent Shareholders* (see Note 3 and Note 4)

For

Against

1. To approve the issuance of Subscription Shares to the Subscriber for a subscription price of HK$1.03 per Subscription Share the Subscription Agreement, together with any other transactions contemplated under the Subscription Agreement.
2. To grant the Ozner Board with the Specific Mandate.
3. Subject to the passing of the ordinary resolutions lettered (a) and (b), as well as the granting of the Whitewash Waiver by the Executive Director of the Corporate Finance Division of the Securities and Futures Commission of Hong Kong or any of his delegate(s) and fulfilment of any conditions that may be imposed thereon, to approve the Whitewash Waiver.
4. Subject to the passing of the ordinary resolutions lettered (a) and (b) and Closing occurring, to approve the Strategic Committee Establishment.

Ordinary Resolutions for Ozner Shareholders* (see Note 3)

For

Against

1. To approve the issuance of the Subscription Shares to the Subscriber for a subscription price of HK$1.03 per Subscription Share pursuant to the Subscription Agreement, together with any other transactions contemplated under the Subscription Agreement.
2. To grant the Ozner Board with the Specific Mandate.
3. Subject to the passing of ordinary resolutions numbered (i) and (ii) and Closing occurring, to approve the appointment of Mr. XIE Ju Zhi as a non-executive Director effective upon: (A) if the ordinary resolutions lettered (a), (b) and (c) are approved, Closing; or (B) if one or more of the ordinary resolutions lettered (a), (b) and (c) is/are not approved, the later of (x) Closing and
4. 1. the earliest time as may be allowed under the Takeovers Code.
5. Subject to the passing of ordinary resolutions numbered (i) and (ii) and Closing occurring, to approve the appointment of Mr. HUANG Xiao Wu as a non-executive Director effective upon:
   (A) if the ordinary resolutions lettered (a), (b) and (c) are approved, the Closing; or (B) if one or more of the ordinary resolutions lettered (a), (b) and (c) is/are not approved, the later of (x) Closing and (y) the earliest time as may be allowed under the Takeovers Code.
6. Subject to the passing of ordinary resolutions numbered (i) and (ii) and Closing occurring, to approve the appointment of Mr. QU Gui Nan as an executive Director effective upon: (A) if the ordinary resolutions lettered (a), (b) and (c) are approved, the Closing; or (B) if one or more of the ordinary resolutions lettered (a), (b) and (c) is/are not approved, the later of (x) Closing and
7. 1. the earliest time as may be allowed under the Takeovers Code.
8. Subject to the passing of ordinary resolutions numbered (i) and (ii) and Closing occurring, to approve the appointment of Mr. ZHANG Zhongming as a non-executive Director effective upon:
   (A) if the ordinary resolutions lettered (a), (b) and (c) are approved, the Closing; or (B) if one or more of the ordinary resolutions lettered (a), (b) and (c) is/are not approved, the later of (x) Closing and (y) the earliest time as may be allowed under the Takeovers Code.

Ordinary Resolutions for Ozner Shareholders* (see Note 3)

For

Against

• 1. Subject to the passing of ordinary resolutions numbered (i) and (ii) and Closing occurring, to approve the appointment of Mr. ZHENG Jian Ping as a non-executive Director effective upon:
  2. 1. if the ordinary resolutions lettered (a), (b) and (c) are approved, the later of (x) Closing and
        (y) 1 January 2020; or (B) if one or more of the ordinary resolutions lettered (a), (b) and (c) is/ are not approved, the later of (x) Closing, (y) 1 January 2020 and (z) the earliest time as may be allowed under the Takeovers Code.
  3. To authorise any Director to do such acts and things, to sign and execute all such further documents (including under seal, as applicable) and to take such steps as he/she may consider necessary, appropriate, desirable or expedient to give effect to or in connection with the Subscription Agreement, the Whitewash Waiver or any transactions contemplated thereunder and all other matters incidental thereto or in connection therewith, and to agree to and make such variations, amendments or waiver of any of the matters relating thereto or in connection therewith.
• Full text of the resolutions is set out in the Notice.

Dated this day

of

2019/2020

Signature(s)

(see Note 5)

(Please delete as appropriate)

Notes:

1. Please insert the number of shares registered in your name(s); 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).
2. A member may appoint more than one proxy of his/her own choice if the member is the holder of two or more shares. If such an appointment is made, strike out the words ''the chairman of the meeting'', and insert the name(s) of the person(s) appointed as proxy in space provided. Any alteration made to this form of proxy must be initialled by the person who signs it.
3. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, PLEASE TICK THE BOX MARKED ''For''. IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, PLEASE TICK THE BOX MARKED ''Against''. Failure to tick a box will entitle your proxy to cast your vote at his/her discretion. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the meeting other than those referred to in the notice convening the meeting.
4. Ozner Independent Shareholders means shareholders of the Company other than Aqua Reinvention Company Limited, SAIF Partners IV L.P., China Innovative Capital Management Co., Ltd, Ares FW Holdings, L.P., Mr. Xiao Shu and his related parties (Baida Holdings Limited, Lion Rise Holdings Limited and Glorious Shine Holdings Limited), Mr. Wang Yonghui, Mr. Tan Jibin and Mr. Li Honggao.
5. If the appointor is a corporation, this form must be under common seal or under the hand of an officer, attorney, or other person duly authorised on that behalf.
6. In the case of joint holders, the signature of any one holder will be sufficient but the names of all the joint holders should be stated.
7. Where there are joint holders of any share of the Company, any one of such joint holders may vote at the meeting, either in person or by proxy, in respect of such share as if he/she were solely entitled thereto, but if more than one of such joint holders be present at the meeting, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined as that one of the said persons so present whose name stands first on the register of members of the Company in respect of such share shall alone be entitled to vote in respect thereof.
8. To be valid, this form of proxy must be completed, signed and deposited at the branch share registrar of the Company in Hong Kong, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, together with the power of attorney or other authority (if any) under which it is signed (or a notarially certified copy thereof), not less than 48 hours before the time for holding the meeting or any adjournment thereof. The completion and return of the form of proxy shall not preclude shareholders of the Company from attending and voting in person at the above meeting (or any adjourned meeting thereof) if they so wish.
9. A proxy need not be a shareholder of the Company.