China Risun Group Limited — Proxy Solicitation & Information Statement 2020

Dec 8, 2020

China Risun Group Limited 中國旭陽集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1907)

FORM OF PROXY FOR THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON WEDNESDAY, DECEMBER 23, 2020 (OR ANY ADJOURNMENT THEREOF)

I/We[1]

of

being the registered holder(s) of[2] ordinary shares of HK$0.1 each in the abovenamed company (the “ Company ”) HEREBY APPOINT[3] 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 extraordinary general meeting of the Company (the “ Meeting ”) to be held at Room 2001, 20/F, Sino Plaza, 255 Gloucester Road, Causeway Bay, Hong Kong at 10:00 a.m. on Wednesday, December 23, 2020 (or any adjournment thereof) for the purpose of considering and, if thought fit, passing the following resolutions as set out in the notice convening the Meeting, and vote for me/us and in my/our names in respect of the resolutions as indicated below, or, if no such indication is given, as my/our proxy thinks fit:

		ORDINARY RESOLUTIONS		FOR4		AGAINST4
	a)	the purchase in steps of the entire partnership interests of limited partners and general
		partners of Wuhu Shunri Xinze Equity Investment Partnership (LP) (the “Transaction”) by
		Risun Group Limited (“Risun Chemicals”), a subsidiary of the Company, pursuant to the
		Interests Transfer Agreement in relation to Wuhu Shunri Xinze Equity Investment
		Partnership (LP) dated October 16, 2020 among Risun Chemicals, China Cinda Asset
		Management Co., Ltd. (“China Cinda”) and Cinda Capital Management Co., Ltd. (“Cinda
		Capital”) (the “Interests Transfer Agreement”) be and is hereby approved;
	b)	the Interests Transfer Agreement entered into by Risun Chemicals and the performance of
		its obligations under the Interests Transfer Agreement be and are hereby approved, ratified
		and confirmed;
	c)	the guarantee agreement dated October 16, 2020 entered into by the Company, China Cinda
		and Cinda Capital for the purpose of the Transaction (the “Guarantee Agreement”) and
		the performance of its obligations under the Guarantee Agreement be and are hereby
		approved, ratified and confirmed; and
	d)	the board of the Company (or its authorised person) be and is hereby authorized to arrange
		for the Company or any of its subsidiaries to execute such documents and take such actions
		as the board may consider necessary or desirable in connection with the Transaction.

• The full text of the resolution is set out in the notice of the Meeting contained in the circular of the Company dated December 8, 2020 which is sent to the shareholders of the Company together with this proxy form.

Dated:

Signature(s)[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 this 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, delete the words “ THE CHAIRMAN OF THE MEETING OR ” and insert the name and address of the proxy desired in the space provided. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

4. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, TICK ( ✔ ) IN THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, TICK ( ✔ ) IN THE BOX MARKED “AGAINST”. Failure to tick a box will entitle your proxy to cast your vote 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. This form of proxy 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 seal or under the hand of an officer or attorney or other person duly authorised to sign the same.

6. 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 certified copy of such power or authority, must be deposited at the Company’s Hong Kong branch share registrar, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time for holding the Meeting or adjourned Meeting (as the case may be).

7. In the case of joint holders of a share if more than one of such joint holder be present at any Meeting the vote of the senior 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 in respect of the joint holding.

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

9. Completion and delivery of an instrument appointing a proxy should not preclude a member from attending and voting in person at the Meeting or any adjournment of such Meeting and in such event, the instrument appointing a proxy shall be deemed to be revoked.

PERSONAL INFORMATION COLLECTION STATEMENT

(orYourproxies)supply andof youryourandvotingyourinstructionsproxy’s (or forproxies’)the Meetingname(s)of andthe Companyaddress(es)(theis on“ Purposes a voluntary”). Webasismayfortransferthe purposeyour ofandprocessingyour proxy’syour(orrequestproxies’)for thename(s)appointmentand address(es)of a proxyto 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 authorised by law to request the information or are otherwise relevant for the Purposes and need to receive the information. Your and your proxy’s (or proxies’) name(s) and address(es) will be retained for such period as may be necessary to fulfil the Purposes. Request for access to and/or correction of the relevant personal data can be made in accordance with the provisions of the Personal Data (Privacy) Ordinance and any such request should be in writing by mail to the Company/Tricor Investor Services Limited at the above address.