Honghua Group Limited — Proxy Solicitation & Information Statement 2018

Dec 4, 2018

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, 20 DECEMBER 2018 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 to attend the Extraordinary General Meeting (and at any adjournment thereof) of the Company to be held at Novotel Century Hong Kong, 238 Jaffe Road, Wanchai, Hong Kong on Thursday, 20 December 2018 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).

• ORDINARY RESOLUTIONS FOR AGAINST

• 1. (a) the Equity Disposal on Offshore Segment, comprising of Jiangsu Offshore Agreement, Shanghai Offshore Agreement, FSP and Tank Tek Agreement and Prime Agreement and the transactions contemplated thereunder be and are hereby approved; and

• (b) any one director be and is hereby authorised 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 Equity Disposal on Offshore Segment and the related agreements and the transactions contemplated thereunder.

• 1. (a) the debt arrangement for the Offshore Segment, comprising of Domestic Debt Repayment Agreement, Overseas Debt Repayment Agreement and their ancillary arrangements (including Debt Security Agreement, Borrowing Agreement and Shareholders Agreement) and the transactions contemplated thereunder be and are hereby approved; and

• (b) any one director be and is hereby authorised 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 debt arrangement for the Offshore Segment and the related agreements and the transactions contemplated thereunder.

• 1. (a) SIIC Guarantee and the transactions contemplated thereunder be and are hereby approved; and (b) any one director be and is hereby authorised 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 SIIC Guarantee and the transactions contemplated thereunder.

Dated this day of 2018 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).

2. If any proxy other than the Chairman is preferred, strike out the words ‘‘THE CHAIRMAN OF THE MEETING’’ here inserted 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.

3. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTIONS, TICK THE APPROPRIATE BOXES MARKED ‘‘FOR’’. IF YOU WISH TO VOTE AGAINST THE RESOLUTIONS, TICK THE 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.

4. 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.

5. 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.

6. 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.

7. CompanyTo be valid,’s Branchthis formShareof Registrarproxy togetherand Transferwith theOfficepowerinofHongattorneyKong,(ifComputershareany) or other authorityHong Kong(if Investorany) underServiceswhichLimited,it is signedat 17Mor aFloor,certifiedHopewellcopy thereof,Centre,must183 Queenbe deposited’s RoadatEast,the Wanchai, Hong Kong not less than 48 hours before the time appointed for the Extraordinary General Meeting (i.e. not later than 9:30 a.m. on Tuesday, 18 December 2018 (Hong Kong time)).

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

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

10. References to time and dates in this form of proxy are to Hong Kong time and dates.

PERSONAL INFORMATION COLLECTION STATEMENT

Youryour votingsupply instructionsof your andforyourtheproxyExtraordinary’s (or proxiesGeneral’) name(s)Meetingandofaddress(es)the Companyis on(thea voluntary‘‘Purposesbasis’’). Wefor maythe purposetransfer ofyourprocessingand youryourproxyrequest’s (or forproxiesthe ’appointment) name(s) andof address(es)a proxy (or toproxies)our agent,and otherwisecontractor,relevantor thirdforpartythe servicePurposesproviderand needwhoto providesreceive theadministrative,information. computerYour and andyourotherproxyservices’s (or proxiesto us’)andname(s)to suchandpartiesaddress(es)who arewillauthorisedbe retainedbyforlawsuchto requestperiod asthemayinformationbe necessaryor areto fulfil(Privacy)the Purposes.OrdinanceYou/yourand any proxysuch request(or proxies)shouldhas/havebe in writingthe rightbytomailrequestto theaccessCompanyto and/or’s BranchcorrectionShareofRegistrarthe relevantand personalTransfer dataOfficein inaccordanceHong Kong,withComputersharethe provisions Hongof the KongPersonalInvestorData Services Limited at the above address.