Hopefluent Group Holdings Limited — Proxy Solicitation & Information Statement 2014

Oct 7, 2014

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HOPEFLUENT GROUP HOLDINGS LIMITED 合 富 輝 煌 集 團 控 股 有 限 公 司

(incorporated in the Cayman Islands with limited liability) (Hong Kong stock code: 733)

FORM OF PROXY FOR USE AT THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON 31 OCTOBER 2014

I/We (Note 1) of being the registered holder(s) of shares (Note 2) of HK$0.01 (‘‘Shares’’) each in the capital of Hopefluent Group Holdings Limited (the ‘‘Company’’), HEREBY APPOINT THE CHAIRMAN OF THE MEETING or (Note 3)

of

as my/our proxy to attend on my/our behalf at the Extraordinary General Meeting (the ‘‘Meeting’’) (and at any adjournment thereof) of the Company to be held at Victoria I, Level 2, Four Seasons Hotel Hong Kong, 8 Finance Street, Central, Hong Kong at 3:00 p.m. on 31 October 2014 (Friday) for the purpose of considering and, if thought fit, passing the resolutions 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 RESOLUTION (Note 5)	FOR (Note 4)	AGAINST (Note 4)
1	(a) (i) to approve the China-net Subscription Agreement and all the transactions contemplated thereunder; (ii) to allot and issue the China-net Subscription Shares; (iii) to approve all other transactions contemplated under the China-net Subscription Agreement; and
	(b) to approve the grant of the unconditional specific mandate to the Directors to exercise the powers of the Company to allot, issue and deal with the China-net Subscription Shares pursuant to the China-net Subscription Agreement.

Dated this day of , 2014 Signature

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK LETTERS.

2. 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).

3. If any proxy other than the Chairman is preferred, please strike out words ‘‘THE CHAIRMAN OF THE MEETING’’ and insert the name and address of the proxy desired in the space provided. You may appoint one or more proxies to attend the Meeting. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE MEETING WILL ACT AS 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 A RESOLUTION, TICK THE APPROPRIATE BOX MARKED ‘‘FOR’’. IF YOU WISH TO VOTE AGAINST A RESOLUTION, PLEASE TICK THE APPROPRIATE BOX MARKED ‘‘AGAINST’’. Failure to complete any of the boxes will entitle your proxy to cast his vote 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. The full text of each resolution referred to above appears in the notice of the Meeting dated 7 October 2014.

6. 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 under its common seal or under the hand of an officer or attorney duly authorised.

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 the 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.

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 notarially certified copy thereof, must be deposited at the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof.

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, and in such event, the form of proxy shall be deemed to be revoked.