Honworld Group Limited — Proxy Solicitation & Information Statement 2014

Apr 24, 2014

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HONWORLD GROUP LIMITED 老 恒 和 釀 造 有 限 公 司[*]

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2226)

PROXY FORM

Form of proxy for use at the 2014 Annual General Meeting (or at any adjournment thereof)

I/We[(note][a)]

of

being the holder(s) of[(note][b)] shares of US$0.0005 each of Honworld Group Limited (the ‘‘Company’’) hereby appoint the Chairman of the 2014 Annual General Meeting (‘‘Meeting’’) of the Company or[(note][c)]

of

to act as my/our proxy at the Meeting to be held at 9:00 a.m. on 28 May 2014 at Fountain Room 1, Lobby Floor, Hong Kong Gold Coast Hotel, 1 Castle Peak Road, Gold Coast, Hong Kong, and at any adjournment thereof and to vote on my/our behalf as directed below.

Please make a mark (‘‘✓’’) in the appropriate boxes to indicate how you wish your vote(s) to be cast[(note][d)] .

	ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	FOR	AGAINST
	1	To receive and adopt the audited consolidated financial statements of the Company andreports of the directors (the ‘‘Directors’’) and auditors of the Company for the year ended31 December 2013.
	2	To declare a final dividend of RMB8.3 cents(equivalent to approximately HK10.5 cents)per share for the year ended 31 December 2013.
	3	To re-appoint Ernst & Young as auditors of the Company and the board of directors of theCompany be authorised to fix their remuneration.
	4	To re-elect Mr. WANG Chao as an executive Director.
	5	To re-elect Mr. ZHANG Bihong as a non-executive Director.
	6	To re-elect Mr. LEI Jiasu as an independent non-executive Director.
	7	To authorize the board of directors of the Company to fix the respective Directors’remuneration.
	8	Ordinary Resolution No. 8 of the Notice of Annual General Meeting(To grant a general mandate to the Directors to allot, issue and deal with additional sharesnot exceeding 20% of the issued share capital of the Company as at the date of passing thisresolution).
	9	Ordinary Resolution No. 9 of the Notice of Annual General Meeting(To grant a general mandate to the Directors to repurchase shares not exceeding 10% of theissued share capital of the Company as at the date of passing this resolution).
	10	Ordinary Resolution No. 10 of the Notice of Annual General Meeting(To extend the general mandate granted to the Directors to allot, issue and deal withadditional shares in the share capital of the Company by an amount not exceeding theamount of the shares repurchased by the Company).

Dated

Shareholder’s signature (Note e, f)

Notes:

• a. Full name(s) and address(es) are to be inserted in BLOCK CAPITALS.

b. Please insert the number of shares registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all the shares in the capital of the Company registered in your name(s).

c. wordsA proxy‘‘theneedChairmannot be aofmemberMeetingofofthetheCompany.CompanyIforyou’’ andwishinsertto appointthe namesomeandpersonaddressotherof thethanpersonthe Chairmanappointedofproxythe Meetingin the spaceas yourprovided.proxy, please delete the

• d. pleaseIf you tickwish(‘‘to✓vote’’) theforboxa resolutionmarked ‘‘Againstset out ’’above,againstpleasesuch tickresolution.(‘‘✓’’) Ifthetheboxformmarkedreturned‘‘Foris’’ dulyagainstsignedsuchbutresolution.without specificIf you wishdirectionto voteon againstany of thea resolution,proposed resolutions, the proxy will vote or abstain at his discretion in respect of all resolutions; or if in respect of a particular proposed resolution there is no specific direction, the proxy will, in relation to that particular proposed resolution, vote or abstain at his discretion. A proxy will also be entitled to vote at his discretion on any resolution properly put to the meeting other than those set out in the notice convening the Meeting.

e. In the case of a joint holding, this form of proxy may be signed by any joint holder, but if more than one joint holder is present at the Meeting, whether in person or by proxy, that one of the joint holders whose name stands first on the register of members in respect of the relevant joint holding shall alone be entitled to vote in respect thereof.

• f. The form of proxy must be signed by a shareholder, or his attorney duly authorised in writing, or if the shareholder is a corporation, either under its Common Seal or under the hand of an officer or attorney so authorised.

• g. 17MpowerTo beFloor,valid,or authorityHopewellthis formmustCentre,of beproxydeposited183togetherQueenat ’withthes RoadofficesanyEast,powerofWanchai,theofCompanyattorneyHong’ors KongHongothernotKongauthoritylaterbranchthan(if 48any)registrar,hoursunderbeforeComputersharewhichtheit timeis signedofHongtheorMeetingKonga notariallyInvestoror anycertifiedServicesadjournedcopyLimited,meeting.of suchat h. Any alteration made to this form should be initialled by the person who signs the form.

• i. Completion and return of this form of proxy will not preclude you from attending and voting in person at the Meeting or any adjournment thereof if you so wish.

• For identification purposes only