Huili Resources (Group) Limited — Proxy Solicitation & Information Statement 2021

Apr 23, 2021

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Huili Resources (Group) Limited 滙力資源（集團）有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1303)

FORM OF PROXY FOR THE ANNUAL GENERAL MEETING TO BE HELD AT 11:30 A.M. ON 28 MAY 2021 AND ANY ADJOURNMENT THEREOF

I/We[1]

of

being the registered holder(s) of

shares[2] (‘‘Shares’’) of HK$0.10 each in the capital of Huili Resources (Group) Limited

(the ‘‘Company’’), HEREBY APPOINT THE CHAIRMAN OF THE MEETING[3] , or of

or failing him/her

of consideringas2021my/ourat Roomproxyand,2805,toif thoughtattend28/F.,andfit,HarbouractpassingforCentre,me/usthe ordinaryand25 Harbouron my/ourresolutionsRoad,behalfasWanchai,setat theoutannualinHongthe generalKongnotice(and(themeetingat‘‘Noticeanyof adjournmentthe’’) conveningCompanythereof)tothebeMeetingheld(theat‘‘and11:30Meetingat a.m.the’’)Meetingonfor Friday,the purposeto vote28 Mayforof me/us and in my/our name(s) in respect of such resolutions as hereunder indicated, and, if no such indication is given, as my/our proxy thinks fit. My/our proxy will also be entitled to vote on any matter properly put to the Meeting in such manner as he thinks fit.

Unless otherwise specified, capitalised terms used herein shall have the same meanings as those defined in the Notice.

	ORDINARY RESOLUTIONS	FOR4	AGAINST4
1.	To receive, consider and adopt the audited consolidated financial statements of the Company and its
	subsidiaries and the reports of the directors and auditors of the Company for the year ended 31
	December 2020.
2.	(A)To re-elect Ms. Xiang Siying as an independent non-executive director of the Company;
	(B)To re-elect Mr. Chan Ping Kuen as an independent non-executive director of the Company;
	(C)To re-elect Mr. Zhou Jianzhong as an executive director of the Company; and
	(D)To authorise the board of directors of the Company to fix the directors’ remuneration.
3.	To appoint ZHONGHUI ANDA CPA Limited as the auditors of the Company and to authorise the
	board of directors of the Company to fix their remuneration.
4.	(A)To grant a general mandate to the directors of the Company to issue shares as set out in item
	4(A) of the notice convening the Meeting;
	(B)To grant a general mandate to the directors of the Company to buy-back shares as set out in
	item 4(B) of the notice convening the Meeting; and
	(C)Subject to passing of ordinary resolutions Nos. 4(A) and 4(B), to extend the general mandate
	to the directors of the Company as set out in item 4(C) of the notice convening the Meeting.
5.	To approve and adopt the Share Option Scheme and to approve the termination of the Existing Share
	Option Scheme.

Signature[5]

Date

Notes:

1. Full name(s) and address(es) must be inserted in BLOCK CAPITALS. The names of all joint registered holders should be stated. 2. Please insert the number of Shares registered in your name(s) to which this proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all Shares registered in your name(s). 3. If any proxy other than the Chairman of the Meeting is preferred, strike out ‘‘the Chairman of the Meeting’’ and insert the name and address of the proxy desired in the space provided. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

2. IMPORTANT: If you wish to vote for a resolution, tick in the box marked ‘‘For’’. If you wish to vote against a resolution, tick in the box marked ‘‘Against’’. If no direction is given, your proxy may vote or abstain as he/she thinks fit. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the Meeting other than those referred to in the notice convening the Meeting.

3. 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, attorney or other person duly authorised to sign the same.

4. Inat theorderofficeto beofvalid,the Companythis form’sofbranchproxysharetogetherregistrarwith theandpowertransferof officeattorneyin Hong(if any)Kong,or otherTricorauthorityInvestor(ifServicesany) underLimited,whichatit Levelis signed,54, Hopewellor a notariallyCentre,certified183 Queencopy ’ofs Roadsuch East,powerHongof authority,Kong notmustlaterbethandeposited11:30 a.m. on Wednesday, 26 May 2021, or not less than 48 hours before the time appointed for holding of the Meeting or the adjourned Meeting (as the case may be).

5. In the case of joint registered holders of any Shares, any one of such persons may vote at the Meeting, either personally or by proxy, in respect of such Shares as if he/she was solely entitled thereto; but if more than one of such joint registered holders be present at the Meeting, either personally or by proxy, that one of the said persons so present whose name stands first on the register of members in respect of such Shares shall alone be entitled to vote in respect thereof to the exclusion of the votes of the other joint registered holders.

6. The proxy need not be a member of the Company but must attend the Meeting in person to represent you. 9. Completion and return of this form will not preclude you from attending and voting at the Meeting if you so wish. If you attend and vote at the Meeting, the authority of your proxy will be revoked.

PERSONAL INFORMATION COLLECTION STATEMENT

otherYourmeetingsupplyservicesof theoftoCompanyyourus andandtoyour(thesuch‘proxyPurposesparties’s (orwho’).proxiesWearemayauthorised’) name(s)transferbyandyourlawaddress(es)andto requestyour proxyistheoninformation’as voluntary(or proxiesorbasis’)arename(s)forotherwisetheandpurposerelevantaddress(es)of processingfor totheourPurposesagent,your requestcontractor,and needfor totheorreceiveappointmentthird partythe information.serviceof a proxyproviderYour(or proxies)whoand yourprovidesandproxyyouradministrative,’s voting(or proxiesinstructions’)computername(s)for andandthe 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 Privacy Compliance Officer of Tricor Investor Services Limited at the above address.