Hao Wen Holdings Limited — Proxy Solicitation & Information Statement 2014

Jun 25, 2014

==> picture [60 x 60] intentionally omitted <==

HAO WEN HOLDINGS LIMITED 皓文控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8019)

PROXY FORM

Form of proxy for the extraordinary general meeting to be held at Jasmine Room at 3/F., Ramada Hong Kong Hotel, 308 Des Voeux Road West, Hong Kong on Monday, 14 July, 2014 at 11:00 a.m..

I/We [(Note][1)]

of (Note 2) of capital of Hao Wen Holdings Limited (the “Company”), hereby appoint [(Note][3)] of

being the registered holder(s) shares of HK$0.1 each in the issued share

or failing him/her, the Chairman of the Meeting, as my/our proxy to attend on my/our behalf at the meeting (and at any adjournment thereof) to vote for me/us in my/our name(s) in respect of the resolutions set out in the notice of the meeting (with or without amendments) as hereunder indicated.

					_Please tick _	_Please tick _	(✓) as appropriate	(✓) as appropriate
		Ordinary Resolutions		FOR (Note 4)		AGAINST (Note 4)
	1.	To approve, ratify and confirm the Placing Agreement and the transactions
		contemplated thereunder.
	2.	To authorise any Director to issue the Convertible Bonds and the Bonus Warrants
		in accordance with the terms and conditions of the Placing Agreement.
	3.	To grant a specific mandate to the Directors to exercise the powers of the
		Company to allot and issue the Conversion Shares and the Warrant Shares.
	4.	To authorise any Director to exercise all powers of the Company and take all steps
		as might in his opinion be desirable, necessary or expedient to give effect to or in
		connection with the Placing Agreement.

Dated:

2014 Signature [(Note][5)] :

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS .

2. Please insert the number of Share(s) in the Company registered in your name(s) to which the proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all the Share(s) registered in your name(s).

3. Full name and address of proxy to be inserted in BLOCK CAPITALS. IF NOT COMPLETED, THE CHAIRMAN OF THE MEETING WILL ACT AS YOUR PROXY .

4. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION, TICK THE BOX MARKED “FOR” BESIDE THE APPROPRIATE RESOLUTION. IF YOU WISH TO VOTE AGAINST THE RESOLUTION, TICK THE BOX MARKED “AGAINST” BESIDE THE APPROPRIATE RESOLUTION . Failure to complete any or all the boxes will entitle your proxy to cast his/her vote on the relevant resolution at his/her discretion. Your proxy will also be entitled to vote at his/her discretion on any resolution which has been properly put to the meeting other than those referred to in the notice convening the meeting.

5. This proxy form must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, this proxy form must be either executed under its common seal or under the hand of an officer or attorney duly authorised on that corporation’s behalf.

6. Where there are joint registered holders of any Share(s), any one of such persons may vote at any meeting, either in person or by proxy, in respect of such Share(s) as if he/she were solely entitled thereto; but if more than one of such joint holders be present at any meeting in person or by proxy, 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(s) shall alone be entitled to vote in respect thereof.

7. To be valid, the proxy form together with any power of attorney or other authority (if any) under which it is signed or notarially certified copy thereof must be deposited at the Company’s branch share registrar in Hong Kong, Tricor Abacus Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof.

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

9. Completion and deposit of this proxy form will not preclude you from attending and voting at the meeting or any adjournment thereof if you so wish.

10. Any alteration to this form of proxy must be initiated by the person who signs it.