Honghua Group Limited — AGM Information 2017

Nov 13, 2017

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Honghua Group Limited 宏 華 集 團 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 196)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the extraordinary general meeting (‘‘EGM’’) of Honghua Group Limited (the ‘‘Company’’) will be held at Boardroom 3–4, Renaissance Harbour View Hotel Hong Kong, 1 Harbour Road, Wanchai, Hong Kong on Wednesday, 29 November 2017 at 9:30 a.m. for the purpose of considering and, if thought fit, passing the following resolution as ordinary resolution of the Company:

ORDINARY RESOLUTION

‘‘THAT:

• (a) the Framework Agreement (as defined in the circular to the shareholders of the Company dated 13 November 2017 (the ‘‘Circular’’)) and the transactions contemplated thereunder be and are hereby approved;

• (b) the Proposed Annual Caps (as defined in the Circular) for each of the period from 30 October 2017 to 31 December 2017, the fiscal year ending 31 December 2018 and 31 December 2019, and the period from 1 January 2020 to 29 October 2020, be and are hereby approved; and

• (c) any one director be and is hereby authorised on behalf of the Company to sign, execute, perfect, deliver and do all such documents, deeds, acts, matters and things as he may in his discretion consider necessary or desirable for the purposes of or in connection with or to give effect to the aforesaid Framework Agreement and the transactions contemplated thereunder (including the Proposed Annual Caps (as defined in the Circular)).’’

By order of the Board Honghua Group Limited Chen Yajun Chairman

Hong Kong, 13 November 2017

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Registered office: Head Office: Principal place of Clifton House, 99 East Road, Information Park business in Hong Kong: 75 Fort Street Jinniu District, Chengdu Sichuan Room 2508, Harcourt House PO Box 1350, People’s Republic of China 39 Gloucester Road Grand Cayman Post code: 610036 Wan Chai, Hong Kong KY1-1108, Cayman Islands

Notes:

1. A member of the Company who is entitled to attend and vote at the EGM convened by the above notice is entitled to appoint a proxy to attend and vote on his behalf. A proxy need not be a member of the Company but must attend in person to represent the member. A member who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed. Every member present in person or by proxy shall be entitled to one vote for each share held by him.

2. In order to be valid, the form of proxy together with the power of attorney or other authority under which it is signed or a certified copy of such power of attorney or authority, must be deposited at the Company’s Hong Kong branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712–1716, 17th Floor Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time for holding the EGM or any adjournment thereof. Delivery of an instrument appointing a proxy should not preclude a member from attending and voting in person at the above meeting or any adjournment thereof and in such event, the instrument appointing a proxy shall be deemed to be revoked.

3. Where there are joint registered holders of any share of the Company, any one of such persons may vote at the EGM, either personally or by proxy, in respect of such share as if he were solely entitled thereto; but if more than one of such joint holders be present at the EGM personally or by proxy, that one of the said persons so present whose name stands first on the register of shareholders of the Company in respect of such share shall alone be entitled to vote in respect thereof.

As at the date hereof, the executive directors of the Company are Mr. Chen Yajun R2.14 (Chairman), Mr. Zhang Mi and Mr. Ren Jie, the non-executive directors of the Company are Mr. Han Guangrong and Mr. Chen Wenle, and the independent non-executive directors of the Company are Mr. Liu Xiaofeng, Mr. Qi Daqing, Mr. Chen Guoming, Ms. Su Mei, Mr. Poon Chiu Kwok and Mr. Chang Qing.

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