Honghua Group Limited — Proxy Solicitation & Information Statement 2024

Dec 13, 2024

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this notice.

宏华集团

HONGHUA GROUP

Honghua Group Limited

宏華集團有限公司

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

(Stock Code: 196)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “EGM” or “Meeting”) of Honghua Group Limited (the “Company”) will be held at ZiJing Hall, 5th Floor, Shenhang International Hotel, 6035 Shennan Avenue, Futian District, Shenzhen City, Guangdong Province on 31 December 2024 at 9:00 a.m. for the following purposes:

ORDINARY RESOLUTIONS

“THAT:

1. (a) To approve the Purchase Framework Agreement and the transactions contemplated thereunder;
   (b) To approve the relevant proposed annual caps under the Purchase Framework Agreement for the respective financial years ending 31 December 2025, 31 December 2026 and 31 December 2027; and
   (c) To authorise any one director 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/her discretion consider necessary or desirable for the purposes of or in connection with or to give effect to the Purchase Framework Agreement and the transactions contemplated thereunder (including the relevant proposed annual caps).

2. (a) To approve the Sales Framework Agreement and the transactions contemplated thereunder;
   (b) To approve the relevant proposed annual caps under the Sales Framework Agreement for the respective financial years ending 31 December 2025, 31 December 2026 and 31 December 2027; and

---

(c) To authorise any one director 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 Sales Framework Agreement and the transactions contemplated thereunder (including the relevant proposed annual caps).

1. (a) To approve the Lease Framework Agreement and the transactions contemplated thereunder;

(b) To approve the relevant proposed annual caps under the Lease Framework Agreement for the respective financial years ending 31 December 2025, 31 December 2026 and 31 December 2027; and

(c) To authorise any one director 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 Lease Framework Agreement and the transactions contemplated thereunder (including the relevant proposed annual caps).

1. (a) To approve the Financial Services Framework Agreement and the transactions in relation to the deposit services and the secured loan advancement services contemplated thereunder;

(b) To approve the relevant proposed annual caps in relation to the deposit services and the secured loan advancement services under Financial Services Framework Agreement for the respective financial years ending 31 December 2025, 31 December 2026 and 31 December 2027; and

(c) To authorise any one director 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 Financial Services Framework Agreement and the transactions in relation to the deposit services and the secured loan advancement services contemplated thereunder (including the relevant proposed annual caps).

On behalf of the Board
Wang Xu
Chairman

PRC, 13 December 2024

---

Notes:

1. A member of the Company who is entitled to attend and vote at the Meeting convened by the above notice is entitled to appoint a proxy to attend and vote on his/her 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/her and vote on his/her 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/her.

2. In order to be valid, the form of proxy together with any 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 with the Company's 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 appointed for the above Meeting or the adjourned meeting (as the case may be). Completion and return of the form of proxy shall not preclude Shareholder from attending and voting in person at the Meeting and in such event, the instrument appointing a proxy shall be deemed to be revoked.

3. For determining the entitlement to attend and vote at the above Meeting, the register of members of the Company will be closed from Friday, 27 December 2024 to Tuesday, 31 December 2024, both dates inclusive, during which period no transfer of shares of the Company will be registered. In order to be eligible to attend and vote at the EGM, all transfer documents accompanied by the relevant share certificates must be lodged with the Company's 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 for registration not later than 4:30 p.m. on Tuesday, 24 December 2024.

4. References to time and dates in this notice are to Hong Kong time and dates.

As at the date of this notice, the executive Directors of the Company are Mr. Wang Xu (Chairman), Mr. Zhu Hua and Mr. Yang Qiang; the non-executive Directors of the Company are Mr. Yang Yangzhuang and Mr. Liu Xinggui; and the independent non-executive Directors of the Company are Mr. Zhang Shiju, Ms. Li Yuedong and Mr. Wang Junren.

3