Precision Tsugami (China) Corporation Limited — Proxy Solicitation & Information Statement 2021

Jun 30, 2021

Precision Tsugami (China) Corporation Limited 津上精密機床( 中國) 有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 1651)

Number of shares to which this form of proxy relates [(Note][1)]

FORM OF PROXY FOR THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON MONDAY, 16 AUGUST 2021

I/We [(Note][2)]

of

being the registered holder(s) of the issued share capital of Precision Tsugami (China) Corporation Limited (the “ Company ”) HEREBY APPOINT the chairman of the meeting [(Note][3)] or

of

as my/our proxy to act for me/us at the extraordinary general meeting (the “ EGM ”) of the Company to be held at 24/F, Admiralty Centre 1, 18 Harcourt Road, Hong Kong on Monday, 16 August 2021 at 10:30 a.m. or after the conclusion of the 2021 annual general meeting (whichever is the earlier) or at any adjournmentthe Companythereof,(the “ EGM to vote Notice for ”)me/usas hereunderand in my/ourindicated,namesorinifrespectno suchofindicationthe resolutionsis given,as setas my/ourout in theproxynoticethinksof thefit.extraordinary general meeting of Please tick (“�”) the appropriate boxes to indicate how you wish your vote(s) to be cast [(Note][4)] .

			ORDINARY RESOLUTIONSFO
	1.		(i)the exceeding of the original annual cap amount for the year ended 31 March2021 in respect of the technology licence agreement (the “Technology LicenceAgreement”) dated 4 September 2017 entered into between the Company andTsugami Corporation (株式會社ツガミ) (“Tsugami Japan”) and renewed uponits expiry of its initial term on 31 March 2020 for a further term of three years,i.e. up to and including 31 March 2023 be and is hereby approved, confirmedand ratified;
			(ii)the proposed annual cap amounts in respect of the transactions contemplatedunder the Technology Licence Agreement for the two years ending 31 March2023 (the “Revised Technology Annual Caps”) as set out in the Company’scircular dated 30 June 2021 (the “Circular”) be and are hereby approved andconfirmed;
			(iii)the proposed annual cap amounts in respect of the transactions contemplatedunder the master sales agreement (the “Master Sales Agreement”) dated 4September 2017 entered into between the Company and Tsugami Corporation(株式會社ツガミ) (“Tsugami Japan”) and renewed upon its expiry of its initialterm on 31 March 2020 for a further term of three years, i.e. up to and including31 March 2023 for the two years ending 31 March 2023 (the “Revised SalesAnnual Caps”) as set out in the Circular be and are hereby approved andconfirmed;
			(iv)the proposed annual cap amounts in respect of the transactions contemplatedunder the master purchase agreement (the “Master Purchase Agreement”)dated 4 September 2017 entered into between the Company and TsugamiCorporation (株式會社ツガミ) (“Tsugami Japan”) and renewed upon its expiryof its initial term on 31 March 2020 for a further term of three years, i.e. up toand including 31 March 2023 for the two years ending 31 March 2022 and 2023(the “Revised Purchase Annual Caps”) as set out in the Circular be and arehereby approved and confirmed;(the Revised Technology Annual Caps, the Revised Sales Annual Caps, and theRevised Purchase Annual Caps, collectively, the “Revised Annual Caps”);
			(v)any one director of the Company be and is hereby authorised to do all acts andthings, take such necessary actions and to approve, execute and deliver alldeeds, agreements and documents in relation to the ratification of the exceedingof the original annual cap amount for the year ended 31 March 2021 in respectof the Technology License Agreement and the Revised Annual Caps on behalfof the Company which he/she (or his/her properly appointed attorney) mayconsider necessary.
	Date:Notes:		2021Signature(s)(Note 5

1. Please insert the number of shares to which this form of proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all the shares of the Company registered in your name(s). If more than one proxy is appointed, the number of shares in respect of which each such proxy so appointed must be specified.

2. Full name(s) and address(es) to be inserted in BLOCK CAPITALS . 3. If any proxy other than the chairman of the meeting is preferred, please strike out the words “the chairman of the meeting” and insert the name and address of the proxy desired in the space provided. Any shareholder of the Company entitled to attend and vote at the EGM is entitled to appoint a proxy/more than one proxy to attend and vote instead of him. A proxy need not be a shareholder of the Company.

   • On a show of hands every shareholder who is present in person shall have one vote. In the case of a poll, every shareholder present in person or by proxy shall be entitled to one vote for each share held by him.

3. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, PLEASE TICK (“ � ”) THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST A RESOLUTION, PLEASE TICK (“ � ”) THE BOX MARKED “AGAINST”. If no direction is given, your proxy will vote or abstain at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the EGM other than those referred to in the EGM Notice.

4. This form of proxy must be signed by you or your attorney duly authorised in writing. In case of a corporation, the same must be executed either under its common seal or under the hand of an officer or attorney so authorised. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT .

5. In 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 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 of the Company.

6. In order to be valid, this form of proxy, together with the power of attorney or other authority (if any) under which it is signed or a certified copy thereof, must be deposited at the Company’s Hong Kong branch share registrar, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for the EGM or any adjournment thereof.

7. Completion and delivery of the form of proxy will not preclude you from attending and voting at the EGM if you so wish. 9. The full text of the resolutions is set out in the EGM Notice. 10. References to time and dates in this form of proxy are to Hong Kong time and dates.

PERSONAL INFORMATION COLLECTION STATEMENT

Yourand yoursupplyvotingof yourinstructionsand yourforproxy’sthe EGM(or proxies’)(the “ Purposes name(s)”).andWe address(es)may transferis youron a andvoluntaryyour proxy’sbasis for(ortheproxies’)purposename(s)of processingand address(es)your requestto ourfor theagent,appointmentcontractor,ofora thirdproxyparty(or proxies)service provider who provides administrative, computer and other services to us for use in connection with the Purposes 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. Request for access to and/or correction of the relevant personal data can be made in accordance with the provisions of the Personal Data (Privacy) Ordinance and any such request should be in writing by either of the following means: By mail: Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong By fax: (852) 2956 2192

By email: ir@hnhxjt.com