Layout 1 CHINA RERUN CHEMICAL GROUP LIMITED (the "Company") FORM OF PROXY

(Incorporated in Cayman Islands under the Companies Law with registered number 269303)

I/We ................................................................................................................................................................................................... of .......................................................................................................................................................................................................

...........................................................................................................................................................................

being (a) member (s) of the Company appoint the chairman of the meeting OR ...............................................................................

INSERT NAME

in respect of the following number of shares: ALL OR ...................................................................................................................

INSERT NUMBER

as my/our proxy to vote for me/us on my/our behalf at the Annual General Meeting of the Company to be held on 31 March

2015 at 16:30 hrs. (Beijing Time) and at any adjournment of the meeting, on the resolutions below as indicated by an 'X' in the appropriate box, and on any other resolutions as he thinks fit.

Please tick here if this proxy appointment is one of multiple appointments being made. For the appointment of more than one proxy, please refer to note 5 below.

Business

For

Against

Vote

Withheld

Discretionary

Resolution 1 To receive the report and accounts to 31 August 2014

Resolution 2 To re-elect Mr Xinghe Wu as a director

Resolution 3 To re-elect Zhongzhi Zhao as a director

Resolution 4 To re-elect Mrs Jane Zhu as a director

Resolution 5 To re-elect Mr Nick Lyth as a director

Resolution 6 To reappoint UHY Hacker Young as auditors

Resolution 7 Grant powers to allot and/or repurchase shares

Resolution 8 To disapply pre-emption rights as provided under Article 2.3

Signature .................................................................................... Date ........................................................................................

Notes:

1. A member who is entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend, speak and to vote instead of him/her provided each proxy is appointed to exercise rights in respect of different shares. To appoint more than one proxy (an) additional proxy form(s) may be obtained by contacting Capita Asset Services, PXS, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU, or you may photocopy this page indicating on each copy the name of the proxy you wish to appoint and the number of shares in respect of which the proxy is appointed.
2. A proxy need not be a member of the Company but must attend the meeting to represent you. To appoint as your proxy a person other than the Chairman of the meeting, insert their full name in the space provided. If you sign and return this proxy form with no name inserted as such, the Chairman of the meeting will be deemed to be your proxy. Where you appoint as your proxy someone other than the Chairman, you are responsible for ensuring that they attend the meeting and are aware of your voting intentions.
3. Appointment of a proxy does not preclude you from attending the meeting and voting in person. If you have appointed a proxy and attend the meeting in person, your proxy appointment shall be deemed to be revoked.
4. If someone else signed the form on your behalf, you or that person must send the power of attorney or other written authority under which it is signed to the address overleaf.
5. In the case of joint holders, the vote of the senior member who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of any other of the joint holders. For these purposes, seniority shall be determined by the order in which the names stand on the register of members.
6. In the case of a corporation, this Form of Proxy must be executed under its common seal or signed on its behalf by a duly authorised officer.
7. To be valid any proxy form or other instrument appointing a proxy must be:
a. completed and signed;
b. sent to Capita Asset Services, PXS, The Registry, 34 Beckenham, Kent, BR3 4TU; and c. received by Capita Asset Services no later than 08:30 hrs (GMT) on 28 March 2015.
8. Completion of a Form of Proxy will not affect the right of a member to attend and vote at the Annual General Meeting.
9. To direct your proxy how to vote on the resolutions mark the appropriate box on your proxy form with an 'X'. To abstain from voting on a resolution, select the relevant "Vote withheld" box. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the resolution. If no voting indication is given, your proxy will vote or abstain from voting at his or her discretion. Your proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the meeting.
10. You may not use any electronic address provided either in this form of proxy or any related documents (including the notice of meeting) to communicate with the Company for any purposes other than those expressly stated.
11. Persons who are not shareholders in the Company will not be admitted to the Meeting unless prior arrangements are made with the Company.
Except as provided above, members who have general queries about the Meeting should contact Mr Yan Liu by email (222@chinarerun.com) or by telephone (+86 459 666 9777). No other methods of communication will be accepted. You may not use any related documents (including the proxy form) to communicate with the Company for any purposes other than those expressly stated.

Millnet Limited (9167-03)

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