Honghua Group Limited — AGM Information 2016

Apr 20, 2016

Honghua Group Limited 宏 華 集 團 有 限 公 司

(a company incorporated in the Cayman Islands with limited liability) (Stock Code: 196)

FORM OF PROXY FOR USE AT THE ANNUAL GENERAL MEETING TO BE HELD ON TUESDAY, 24 MAY 2016 AT 9:30 A.M.

I/We[(Note][1)] of

shares[(Note][2)]

being the registered holder(s) of shares of HK$0.1 each in the share capital of the above-named Company (the ‘‘ Company ’’), HEREBY APPOINT THE CHAIRMAN OF THE MEETING[(Note][3)] or of as my/our proxy to attend the Annual General Meeting (and at any adjournment thereof) of the Company to be held at Gloucester Luk Kwok Hong Kong, 72 Gloucester Road, Wanchai, Hong Kong on Tuesday, 24 May 2016 at 9:30 a.m. for the purposes of considering and, if thought fit, passing the resolutions as set out in the notice convening the said Meeting and at such Meeting (and at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of the resolutions as indicated below (Note 4).

(Note 4).	(Note 4).	(Note 4).	(Note 4).
RESOLUTIONS				FOR	AGAINST
1.	To receive and consider the Audited Consolidated Financial Statements and the Reports of the Directors and of the auditors of the Company (the ‘‘Auditors’’) for the year ended 31 December 2015.
2.	(i) To re-elect the following Directors:
	(a) Liu Zhi			(a)	(a)
	(b) Liu Xiaofeng			(b)	(b)
	(c) Chen Guoming			(c)	(c)
	(ii) To authorise the Board of Directors to fix Directors’ remuneration.
3.	To re-appoint PricewaterhouseCoopers as Auditors for the year ending 31 December 2016 and authorise the Board of Directors to fix their remuneration.
4.	To give a general mandate to the Directors to buy back the Company’s shares not exceeding 10% of the total number of shares of the Company in issue as at the date of passing of this resolution.
5.	To give a general mandate to the Directors to issue, allot and deal with additional shares of the Company not exceeding 20% of the total number of shares of the Company in issue as at the date of passing of this resolution.
6.	T th	o extend the general mandate granted to the Directors to issue, allot and deal with additional shares in the capital of e Company by the number of shares bought back by the Company.
Dated this Notes: 1. Fu 2. Pl in 3. If sp on C SI 4. IM R pr		day of ll name(s) and address(es) to be inserte ease insert the number of shares of the your name(s). any proxy other than the Chairman is ace provided. A member of the Compan e proxy is so appointed, the appoint HAIRMAN OF THE MEETING WI GNS IT. PORTANT: IF YOU WISH TO V ESOLUTIONS, TICK THE APPROP oxy will also be entitled to vote at his	2016 Signature (Note 5) d in BLOCK CAPITALS. Company registered in your name(s). If no number is inserted, this form of proxy will be deemed to preferred, strike out the words ‘‘THE CHAIRMAN OF THE MEETING’’ here inserted and insert y who is the holder of two or more shares may appoint more than one proxy to attend and vote on h ment shall specify the number and class of shares in respect of which each such proxy is so a LL ACT AS YOUR PROXY. ANY ALTERATION MADE TO THIS FORM OF PROXY MU OTE FOR THE RESOLUTIONS, TICK THE APPROPRIATE BOXES MARKED ‘‘FOR’’ RIATE BOXES MARKED ‘‘AGAINST’’. Failure to complete any or all the boxes will entitle yo discretion on any resolution properly put to the Meeting other than those referred to in the notice co
				relate to all the shares of the Company registered the name and address of the proxy desired in the is behalf at the Meeting provided that if more than ppointed. IF NO NAME IS INSERTED, THE ST BE INITIALLED BY THE PERSON WHO . IF YOU WISH TO VOTE AGAINST THE ur proxy to cast his votes at his discretion. Your nvening the Meeting.

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

2. On a poll every member of the Company present in person or by proxy or, in the case of a member being a corporation, by its duly authorised representative, shall have one vote for every fully paid share of which he is the holder.

3. In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of votes of the other joint holder(s) and for this purpose seniority will be determined by the order in which the names stand in the Register of Members of the Company.

4. BranchTo be valid,SharethisRegistrarform ofandproxyTransfertogetherOfficewithintheHongpowerKong,of attorneyComputershare(if any) Hongor otherKongauthorityInvestor(if Servicesany) underLimited,which atit isShopssigned1712or –a1716,certified17thcopyFloorthereof,HopewellmustCentre,be deposited183 Queenat the’s CompanyRoad East,’s Wanchai, Hong Kong not less than 48 hours before the time fixed for holding this Meeting or any adjournment thereof.

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

6. Completion and delivery of the form of proxy will not preclude you from attending and voting at the Meeting if you so wish.

PERSONAL INFORMATION COLLECTION STATEMENT

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