Huili Resources (Group) Limited — Proxy Solicitation & Information Statement 2026

Apr 27, 2026

涇力集團
HUILI GROUP
Huili Resources (Group) Limited
涇力資源（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 11:00 A.M. ON THURSDAY, 18 JUNE 2026 AND ANY ADJOURNMENT THEREOF

I/We¹

of

being the registered holder(s) of __ shares² (“Shares”) of HK$0.10 each in the capital of Huili Resources (Group) Limited (the “Company”), HEREBY APPOINT THE CHAIRMAN OF THE MEETING³, or __

of

or failing him/her

of

as my/our proxy to attend and act for me/us and on my/our behalf at the annual general meeting of the Company to be held at 11:00 a.m. on Thursday, 18 June 2026 at Rooms 36–40, 50/F., San Hung Kai Center, 30 Harbour, Hong Kong (and at any adjournment thereof) (the “Meeting”) for the purpose of considering and, if thought fit, passing the resolutions as set out in the notice (the “Notice”) convening the Meeting and at the Meeting to vote for 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 (the “Director(s)”) and auditor of the Company for the year ended 31 December 2025.
2.	(A) To re-elect Ms. Wang Qian as an executive Director;
	(B) To re-elect Mr. Ye Xin as an executive Director;
	(C) To re-elect Ms. Xiang Siying as an independent non-executive Director; and
	(D) To authorise the board of Directors (the “Board”) of the Company to fix the Directors’ remuneration.
3.	To appoint ZHONGHUI ANDA CPA Limited as the auditor of the Company and to authorise the Board to fix their remuneration.
4.	(A) To grant a general mandate to the Directors 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 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 as set out in item 4(C) of the Notice convening the Meeting.

Signature⁵

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.
4. 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.
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 under its common seal or under the hand of an officer, attorney or other person duly authorised to sign the same.
6. In order 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 of such power of authority, must be deposited at the office of the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than 48 hours before the time appointed for holding of the Meeting (i.e. 11:00 a.m. on Tuesday, 16 June 2026) or the adjourned Meeting (as the case may be).
7. 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.
8. 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

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 meeting 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 by mail to the Privacy Compliance Officer of Tricor Investor Services Limited at the above address.