Honghua Group Limited — Proxy Solicitation & Information Statement 2017

Jan 24, 2017

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 EXTRAORDINARY GENERAL MEETING TO BE HELD ON THURSDAY, 16 FEBRUARY 2017 AT 10:00 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 to attend the Extraordinary General Meeting (the ‘‘Meeting’’) (and at any adjournment thereof) of the Company to be held at Novotel Century Hong Kong, 238 Jaffe Road, Wan Chai, Hong Kong on Thursday, 16 February 2017 at 10:00 a.m. for the purposes of considering and, if thought fit, passing the resolutions as set out in the notice convening the Meeting dated 24 January 2017 (the ‘‘Notice’’) 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)] .

vote for me/us and in my/our name(s) in respect of the resolutions as indicated below (Note 4).	vote for me/us and in my/our name(s) in respect of the resolutions as indicated below (Note 4).	vote for me/us and in my/our name(s) in respect of the resolutions as indicated below (Note 4).	vote for me/us and in my/our name(s) in respect of the resolutions as indicated below (Note 4).
RESOLUTIONSNote 11				FOR	AGAINST
1.	(a) To approve, confirm and ratify the CASIC Subscription Agreement (as defined in the Notice) and the transactions contemplated thereunder; (b) to authorise any director of the Company (‘‘Director’’) to perform all acts, deeds and things, and execute all documents as considered necessary to give effect to the CASIC Subscription Agreement or any transactions contemplated thereunder and agree to and make such variations, amendments or waivers of any of the matters relating thereto; and (c) to grant the Directors a specific mandate to allot and issue the CASIC Subscription Shares (as defined in the Notice) pursuant to the terms and conditions of the CASIC Subscription Agreement.
2.	(a) To approve, confirm and ratify the Jianhong Subscription Agreement (as defined in the Notice) and the transactions contemplated thereunder; (b) to authorise any Director to perform all acts, deeds and things, and execute all documents as considered necessary to give effect to the Jianhong Subscription Agreement or any transactions contemplated thereunder and agree to and make such variations, amendments or waivers of any of the matters relating thereto; and (c) to grant the Directors a specific mandate to allot and issue the Jianhong Subscription Shares (as defined in the Notice) pursuant to the terms and conditions of the Jianhong Subscription Agreement.
Dated this Notes: 1. Ful 2. Ple in 3. If a spa one CH SI 4. IM RE pro 5. Thi off 6. On pai 7. In sen 8. To Bra Wa 9. Th 10. Co 11. Ple		day of l name(s) and address(es) to be inserted ase insert the number of shares of the C your name(s). ny proxy other than the Chairman is pr ce provided. A member of the Company proxy is so appointed, the appointme AIRMAN OF THE MEETING WILL GNS IT. PORTANT: IF YOU WISH TO VO SOLUTIONS, TICK THE APPROPR xy will also be entitled to vote at his di s form of proxy must be signed by you icer or attorney or other person duty aut a poll every member of the Company pr d share of which he is the holder. the case of joint holders, the vote of the iority will be determined by the order in be valid, this form of proxy together wi nch Share Registrar and Transfer Office nchai, Hong Kong not less than 48 hour e proxy need not be a member of the Co mpletion and delivery of the form of pro ase see full wording of the resolutions a	2017 Signature (Note 5) in BLOCK CAPITALS. ompany registered in your name(s). If no number is inserted, this form of proxy will be deemed to eferred, strike out the words ‘‘THE CHAIRMAN OF THE MEETING‘‘here inserted and insert who is the holder of two or more shares may appoint more than one proxy to attend and vote on h nt shall specify the number and class of shares in respect of which each such proxy is so a ACT AS YOUR PROXY. ANY ALTERATION MADE TO THIS FORM OF PROXY MU TE FOR THE RESOLUTIONS, TICK THE APPROPRIATE BOXES MARKED ‘‘FOR’’ IATE BOXES MARKED ‘‘AGAINST’’. Failure to complete any or all the boxes will entitle yo scretion on any resolution properly put to the Meeting other than those referred to in the notice co or your attorney duly authorised in writing or, in the case of a corporation, must be either execut horised. esent in person or by proxy or, in the case of a member being a corporation, by its duly authorised senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of vot which the names stand in the Register of Members of the Company. th the power of attorney (if any) or other authority (if any) under which it is signed or a certified in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712–1716, 17t s before the time fixed for holding this Meeting or any adjournment thereof. mpany but must attend the Meeting in person to represent you. xy will not preclude you from attending and voting at the Meeting if you so wish. s set out in the Notice.
				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. ed under its common seal or under the hand of an representative, shall have one vote for every fully es of the other joint holder(s) and for this purpose copy thereof, must be deposited at the Company’s h Floor Hopewell Centre, 183 Queen’s Road East,

PERSONAL INFORMATION COLLECTION STATEMENT

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