Honghua Group Limited — Proxy Solicitation & Information Statement 2024

Jan 4, 2024

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 TUESDAY, 30 JANUARY 2024 AT 10 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 Berlin Conference Room, 4th Floor, IntercityHotel Shenzhen Futian Huanggang, 28 Fumin Road, Futian District, Shenzhen, Guangdong, China on Tuesday, 30 January 2024 at 10 a.m. for the purposes of considering and, if thought fit, passing the resolution as set out in the notice convening the said Meeting (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 resolution as indicated below [(Note][4)] .

			RESOLUTIONFORAGAINST	RESOLUTIONFORAGAINST	RESOLUTIONFORAGAINST
		1.	“THAT the Equity Transfer Agreement dated 12 December 2023 entered into between Honghua
			Holdings Limited, a wholly-owned subsidiary of the Company, and DEC Investment Management
			Company Limited, and the transaction contemplated thereunder be and are hereby approved, confirmed
			and ratified.”
Dated thisday of2024Signature_(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, 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.
4.		IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION, TICK THE APPROPRIATE BOXES MARKED “FOR”. IF YOU WISH TO VOTE
		AGAINST THE RESOLUTION, 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.
5.		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.
6.		On a poll every member of the Company presents 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 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.
8.		To be valid, this form of proxy together with the power of attorney (if any) or other authority (if any) under which it is signed or a certified copy thereof, must
		be deposited at 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, Wan Chai, Hong Kong not less than 48 hours before the time appointed for the Extraordinary
		General Meeting (i.e. not later than 10 a.m. on Sunday, 28 January 2024 (Hong Kong time)). Please note that 27 January 2024 and 28 January 2024 are not
		working days in Hong Kong and Computershare Hong Kong Investor Services Limited’s offices will not be open on these days for physical delivery of the
		proxy form.
9.		The proxy need not be a member 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.
11.References to time and dates in this form of proxy are to Hong Kong time and dates.

PERSONAL INFORMATION COLLECTION STATEMENT

Youra proxysupply(or proxies)of your andand youryour votingproxy’sinstructions(or proxies’)forname(s)the Extraordinaryand address(es)Generalis onMeetinga voluntaryof the basisCompanyfor the(thepurpose“ Purposes of processing”). We mayyourtransferrequestyourforandtheyourappointmentproxy’s (orof proxies’) name(s) and address(es) to our agent, contractor, or third-party service provider who provides administrative, computer and other services to us and to such parties who are authorised by law to request the information or are otherwise relevant for the Purposes and need to receive the information. Your and your proxy’s (or proxies’) name(s) and address(es) will be retained for such period as may be necessary to fulfil the Purposes. You/your proxy (or proxies) has/have the right to request access to and/or correction of the relevant personal data in accordance with the provisions of the Personal Data (Privacy) Ordinance and any such request should be in writing by mail to the Company’s Branch Share Registrar and Transfer Office in Hong Kong, Computershare Hong Kong Investor Services Limited at the above address.