Honghua Group Limited — Proxy Solicitation & Information Statement 2008

Sep 18, 2008

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Honghua Group Limited

(a company incorporated in the Cayman Islands with limited liability)

(Stock Code: 196)

FORM OF PROXY FOR THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON 8 OCTOBER 2008 (OR ANY ADJOURNMENT THEREOF)

(Note 1)

I/We (Note 1) of being the registered holder(s) of [(Note][2)] shares of HK$0.10 each in the capital of Honghua Group Limited (the “ Company ”), HEREBY APPOINT THE CHAIRMAN OF THE MEETING, or of as my/our proxy [(Note][3)] at the

extraordinary general meeting of the Company to be held at its Head Office, 3[rd] Floor Meeting Room, Circle Office Building, 99 East Road, Information Park, Jinniu District, Chengdu, Sichuan 610036, PRC on Wednesday 8 October 2008 at 3:00 p.m. and at any adjournment thereof (the “ Meeting ”) for the purpose of considering and, if thought fit, passing the resolutions as set out in the notice convening the Meeting and at such Meeting (and at any adjournment thereof) to vote for me/us and in my/our names(s) in respect of the resolutions as indicated hereunder, and, if no such indication is given, as my/our proxy thinks fit. My/our proxy will also be entitled to vote on any matter properly put to the Meeting in such manner as my/our proxy thinks fit.

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ORDINARY RESOLUTIONS FOR [(NOTE 4)] AGAINST [(NOTE 4)]
1. To approve, confirm and ratify the Sales Framework Agreement and
the related annual caps
2. To approve, confirm and ratify the Purchases Framework Agreement
and the related annual caps
Dated the day of 2008 Signature(s)
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Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS . The names of all joint registered holders should be stated.

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 of the Company registered in your name(s).

3. If any proxy other than the Chairman is preferred, please strike out “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(S) WHO SIGNS IT .

4. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTIONS, PLEASE TICK THE APPROPRIATE BOXES MARKED “FOR”, IF YOU WISH TO VOTE AGAINST THE RESOLUTIONS, PLEASE TICK THE BOXES MARKED “AGAINST” . Failure to complete any or all the boxes will entitle your proxy to cast his 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 authorized 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 authorized to sign the same.

6. In order to be valid, this form of proxy together with any power of attorney or other authority (if any) under which it is signed or a certified copy of such power of authority, must be deposited with the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17[th] Floor Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time fixed for holding the Meeting, or adjournment thereof.

7. Where there are joint registered holders of any share of the Company, any one of such persons may vote at the Meeting, 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 Meeting 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.

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

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