Huazhang Technology Holding Limited — Proxy Solicitation & Information Statement 2017

Jul 28, 2017

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華章科技控股有限公司

Huazhang Technology Holding Limited

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1673)

PROXY FORM FOR EXTRAORDINARY GENERAL MEETING

I/We (note a)

of

being the registered holder(s) of (note b) share(s) of HK$0.01 each of Huazhang Technology Holding Limited (the “ Company ”) hereby appoint the chairman of the extraordinary general meeting (the “ Meeting ”) of the Company or of

to act as my/our proxy (note c) at the Meeting to be held at Room 805A, 8/F, Tower 1, South Seas Centre, 75 Mody Road, Tsim Sha Tsui, Kowloon, Hong Kong on 14 August 2017 at 2:30 p.m. and at any adjournment thereof and vote on my/our behalf as directed below.

	ORDINARY RESOLUTION	FOR(note d)	AGAINST(note d)
(a)	the Sale and Purchase Agreement (as defined in the Company’s circular dated 28
	July 2017) (a copy of which has been produced to the Meeting and marked “A”
	and initialed by the chairman of the Meeting for the purpose of identification) and
	the transaction contemplated thereunder be and are hereby approved, confirmed
	and ratified;
(b)	conditional upon The Stock Exchange of Hong Kong Limited granting the
	listing of, and permission to deal in, the Consideration Shares (as defined in the
	Company’s circular dated 28 July 2017), the directors of the Company be and
	are hereby authorised to allot and issue the Consideration Shares (as defined in
	the Company’s circular dated 28 July 2017) in accordance with the terms and
	conditions of the Sale and Purchase Agreement; and
(c)	any one director of the Company be and is hereby authorised to execute all such
	documents, instruments, agreements and deeds and do all such acts, matters
	and things that are of administrative nature only and ancillary to the transaction
	contemplated under the Sale and Purchase Agreement, as he/she may in his or
	her absolute discretion consider necessary or desirable for the purpose of and
	in connection with the implementation of the Sale and Purchase Agreement and
	the transaction contemplated thereunder, including the allotment and issue of the
	Consideration Shares (as defined in the Company’s circular dated 28 July 2017),
	and to agree to such variations of the terms of the Sale and Purchase Agreement
	and the transactions contemplated thereunder that are of administrative nature only
	as he or she may in his or her absolute discretion consider necessary or desirable.

Dated 2017 Shareholder’s signature (notes e, f, g and h)

Notes:

• a. Full name(s) and address(es) are to be inserted in BLOCK CAPITALS . The names of all joint registered holders should be stated.

• 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. A proxy need not be a member of the Company but must attend the meeting in person to represent you. If you wish to appoint some person other than the Chairman of the Meeting as your proxy, please delete the words “the chairman of the extraordinary general meeting (the “ Meeting ”) of the Company or” and insert the name and address of the person appointed proxy in the space provided.

• d. If you wish to vote for a resolution set out above, please tick (“3”) the box marked “FOR” against such resolution. If you wish to vote against a resolution, please tick (“3”) the box marked “AGAINST” against such resolution. If the form returned is duly signed but without specific direction on any of the 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. The form of proxy must be signed by you, or your attorney duly authorised in writing, or in the case of a corporation, either under seal or under the hand of an officer or attorney duly authorised.

• f. 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.

• g. To be valid, this form of proxy together with any power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power or authority must be deposited at the offices of the Company’s Hong Kong branch share registrar, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not later than 48 hours before the time of the Meeting or any adjourned meeting.

• 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. If you attend and vote at the Meeting, the authority of your proxy will be revoked.

• j. Your supply of your and your proxy’s (or proxies’) name(s) and address(es) is on a voluntary basis for the purpose of processing your request for the appointment of a proxy (or proxies) and your voting instructions for the AGM of the Company (the “ Purposes ”). We may transfer your and your proxy’s (or 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 to the Company/Tricor Investor Services Limited at the above address.