Honghua Group Limited — Proxy Solicitation & Information Statement 2010

Dec 8, 2010

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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 THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON THURSDAY, 23 DECEMBER 2010 AT 9:30 A.M.

I/We[(Note][1)] of being the registered holder(s) of shares[(Note][2)] 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 at the extraordinary general meeting of the Company to be held at the Head Office of the Company at 3rd Floor Meeting Room, Office Building, 99 East Road, Information Park, Jinniu District, Chengdu, Sichuan 610036, PRC on Thursday, 23 December 2010 at 9:30 a.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.[(Note][4)]

ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS		AGAINST	AGAINST
	ORDINARY RESOLUTIONS		FOR	AGAINST
	1.	To approve, confirm and ratify the Renewal Sales Framework Agreement and the related annual caps.
	2.	To approve, confirm and ratify the Renewal Purchases Framework Agreement and the related annual caps.

Dated the day of 2010 Signature[(Note][5)]

Notes:

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

2. Please insert the number of shares of the Company registered in your name(s). 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 words ‘‘THE CHAIRMAN OF THE MEETING or’’ and insert the name and address of the proxy desired in the space provided. A member of the Company who is the holder of two or more shares may appoint more than one proxy to attend and vote on his behalf at the Meeting provided that 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. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE MEETING WILL ACT AS YOUR PROXY, 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 THE RESOLUTIONS, PLEASE TICK THE APPROPRIATE BOXES MARKED ‘‘FOR’’, IF YOU WISH TO VOTE AGAINST THE RESOLUTIONS, PLEASE TICK APPROPRIATE BOXES MARKED ‘‘AGAINST’’. Failure to complete any or all the boxes will entitle your proxy to cast his votes 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, must be either executed under its common seal or under the hand of an officer or attorney or other person duly authorized.

6. 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.

7. In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accented to the exclusion 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.

8. 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 thereof, must be deposited at the Company’s Share Registrar 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 fixed for holding the Meeting, or any adjournment thereof.

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

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