China Huajun Group Limited — Proxy Solicitation & Information Statement 2017

Nov 28, 2017

HUAJUN HOLDINGS LIMITED 華君控股有限公司[*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 377)

Proxy form for Special General Meeting to be held at 3:00 p.m. on Wednesday, 20 December 2017 (and at any adjournment thereof)

I/We [(Note][1)]

of

being the registered holder(s) of [(Note][2)]

share(s) of HK$0.01 each in the capital of HUAJUN HOLDINGS LIMITED (the “ Company ”), HEREBY APPOINT the chairman of the Meeting or [(Note][3)] of

as my/our proxy to attend the Special General Meeting (the “ Meeting ”) (and at any adjournment thereof) of the Company to be held at Conference Room, 36/F, Champion Tower, 3 Garden Road, Central, Hong Kong at 3:00 p.m. on Wednesday, 20 December 2017 (or at any adjourned meeting thereof) and vote for me/us in my/our name(s) in respect of the resolutions as indicated below:

	ORDINARY RESOLUTIONS		FOR (Note 4)	AGAINST (Note 4)
1.	To approve, confirm and ratify the equity transfer agreement dated 23 May 2017 (“LYC Equity Transfer
	Agreement”) (a copy of which is marked “A” and produced to the Meeting and signed by the chairman of
	the Meeting for identification purposes) and entered into between華君工業裝備（營口）有限公司(Huajun
	Industrial Equipment (Yingkou) Limited) (“LYC Vendor”), a company established in the People’s
	Republic of China (“PRC”) with limited liability and an indirect wholly-owned subsidiary of the
	Company and Liaoning Huajun Equipment Manufacturing Limited (遼寧華君裝備製造有限公司)
	(“Purchaser”), a company established in the PRC with limited liability and a	direct wholly-owned
	subsidiary of Huajun Holdings Group Limited (華君控股集團有限公司), pursuant to which the LYC
	Vendor has agreed to sell, and the Purchaser has agreed to purchase, 49% equity interests in遼寧銀珠化紡
	集團有限公司(Liaoning Yinzhu Chemtex Group Co. Limited), a company established in the PRC with
	limited Liability, for a consideration of RMB75,000,000.
2.	To approve, confirm and ratify the execution, delivery and performance by the	Company of the LYC
	Equity Transfer Agreement.
3.	To approve, confirm and ratify the equity transfer agreement dated 23 May 2017 (the “ZLM Equity
	Transfer Agreement”) (a copy of which is marked “B” and produced to the Meeting and signed by the
	chairman of the Meeting for identification purposes) and entered into between Huajun Industrial
	Equipment Group Limited (華君工業裝備集團有限公司) (“ZLM Vendor”), a company incorporated in
	Hong Kong with limited liability and an indirect wholly-owned subsidiary of the Company and the
	Purchaser, pursuant to which the ZLM Vendor has agreed to sell, and the Purchaser has agreed to
	purchase, the entire equity interests in 浙江臨海機械有限公司(Zhejiang Linhai Machinery Limited), a
	company established in the PRC with limited liability, for a consideration of RMB190,000,000.
4.	To approve, confirm and ratify the execution, delivery and performance by the Company of the ZLM
	Equity Transfer Agreement.
5.	To authorise any director of the Company to do all such acts and things, including but not limited to, to
	the execution of all such documents under seal where applicable, as he/she may in his/her discretion
	consider necessary, expedient or desirable for the purpose of or in connection with the implementation of
	or giving effect to the LYC Equity Transfer Agreement and the ZLM Equity	Transfer Agreement
	(collectively, the “Equity Transfer Agreements”) and the transactions contemplated thereunder,
	including but not limited to, the exercise or enforcement of any of the Company’s rights under the Equity
	Transfer Agreements and to make and agree to such variations of the terms of the Equity Transfer
	Agreements as he/she may consider to be appropriate and in the interest of the Company.
Dated	this2017	Signature(s) (Notes 5)

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS . 2. Please insert the number of shares registered in your name(s) to which the proxy relates. If no number is inserted, this proxy form will be deemed to relate to all the shares of the Company registered in your name(s).

2. If any proxy other than the chairman of the Meeting is preferred, strike out “the chairman of the Meeting or” and insert the name and address of the desired proxy in the space provided. Any alteration made to this proxy form must be initialled by the person(s) who sign(s) it.

3. boxes IMPORTANT: marked If you wish to vote for any resolutions, please tick the appropriate boxes marked ““ AGAINST ”. Failure to complete any or all boxes will entitle your proxy to cast his/her FOR ”. If you wish to vote against any resolutions, please tick the appropriatevotes at his/her discretion. Your proxy will also be entitled to vote at his/her discretion on any resolutions properly put to the Meeting other than those referred to in the notice of the Meeting.

4. This proxy form must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, either under its common seal or under the hand of an officer or attorney or other person duly authorised to sign the same.

5. Where there are joint holders of any share, any one of such persons may vote at any 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 any meeting the vote of the senior holder who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the register of members in respect of the joint holding.

6. To be valid, this proxy form together with the power of attorney or other authority (if any) under which it is signed (if any) or a notarially certified copy thereof, must be deposited with the Company’s Hong Kong branch share registrar, Union Registrars Limited, at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong not less than 48 hours before the time appointed for holding the Meeting or any adjournment thereof (as the case may be).

7. The proxy needs not be a member of the Company but must attend the Meeting in person to represent you.

8. Whether or not you attend or present at the Meeting, you are requested to complete the proxy form. The completion and delivery of this proxy form will not preclude you from attending and voting at the Meeting if you so wish. In such event, this form of proxy will be deemed to be revoked.

• For identification purposes only