Soho Holly Futures Co., Ltd. — Proxy Solicitation & Information Statement 2017

Sep 29, 2017

NOTICE OF H SHAREHOLDERS’ CLASS MEETING

Holly Futures

(a joint stock company incorporated in the People’s Republic of China with limited liability under the Chinese corporate name 弘業期貨股份有限公司 and carrying on business in Hong Kong as Holly Futures) (the “ Company ”)

(Stock Code: 3678)

NOTICE OF THE 2017 FIRST H SHAREHOLDERS’ CLASS MEETING

NOTICE IS HEREBY GIVEN that the class meeting (the “ H Shareholders’ Class Meeting ”) of the holders of H shares of the Company will be held at the later of 3:30 p.m. on Monday, 20 November 2017 at Conference Room, 9/F, Holly Tower, No. 50 Zhonghua Road, Nanjing, the People’s Republic of China, or immediately after the conclusion of the class meeting of the holders of domestic shares of the Company held at the same date or any adjournment thereof for the purpose of considering and, if thought fit, passing the following resolutions:

AS SPECIAL RESOLUTIONS

1. to consider and approve the proposal of the Company’s application of initial public offering and listing of Renminbi Ordinary Shares (the “ A Shares ”) (the “ A Share Offering ”):

   • 1.1 classes of shares;

   • 1.2 nominal value per share;

   • 1.3 proposed stock exchange for the listing of the A Shares;

   • 1.4 proposed offering size;

   • 1.5 target subscriber;

   • 1.6 method of offering;

   • 1.7 pricing methodology;

   • 1.8 form of underwriting;

   • 1.9 transfer (or reduction) of state-owned shares;

   • 1.10 conversion into a joint stock limited liability company with domestic and overseas offering and listing of shares;

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NOTICE OF H SHAREHOLDERS’ CLASS MEETING

• 1.11 conversion of unlisted issued shares of the Company to A Shares;

• 1.12 accumulated profits distribution; and

• 1.13 valid period of the resolutions for the proposal of the A Share Offering;

1. to consider and approve the authorisation to the board of directors of the Company to deal with related matters in connection with the Company’s application for the A Share Offering and listing of A Shares at its full discretion;

2. to consider and approve the feasibility analysis report on the investment projects using the proceeds from the A Share Offering;

3. to consider and approve the impacts and remedial measures on dilution of immediate return from the A Share Offering;

4. to consider and approve the price stabilising plan for the A Shares within three years after the A Share Offering;

5. to consider and approve the dividend return plan for shareholders within three years after the A Share Offering; and

6. to consider and approve the public undertakings in documents in connection with the A Share Offering.

By order of the Board Ms. Zhou Jianqiu Executive Director

Nanjing, the PRC, 29 September 2017

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NOTICE OF H SHAREHOLDERS’ CLASS MEETING

Notes:

1. All resolutions at the meeting will be taken by poll.

2. The register of members of the Company will be closed from Saturday, 21 October 2017 to Monday, 20 November 2017 (both days inclusive), during which period no transfer of shares of the Company can be registered. In order to qualify to attend and vote at the H Shareholders’ Class Meeting, all transfer documents accompanied by the relevant share certificates must be lodged with the H share registrar of the Company, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, no later than 4:30 p.m. on Friday, 20 October 2017.

3. H shareholders who intend to attend the H Shareholders’ Class Meeting should complete the reply slip and return it by hand, by post, by email or by fax to the H share registrar of the Company on or before Tuesday, 31 October 2017.

4. H shareholders who are entitled to attend and vote at the H Shareholders’ Class Meeting may appoint one or more proxies to attend and vote on their behalves. A proxy need not be a H shareholder of the Company.

5. The instrument appointing a proxy must be in writing under the hand of a H shareholder or his attorney duly authorised in writing. If the H shareholder is a legal person, that instrument must be executed either under its seal or under the hand of its director or other attorney duly authorised to sign the same on its behalf.

6. In order to be valid, the proxy form for the H Shareholders’ Class Meeting must be deposited by hand or post, for holders of H shares of the Company, to the H share registrar of the Company, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong not less than 24 hours (i.e. not later than 3:30 p.m. on Sunday, 19 November 2017) before the time for holding the H Shareholders’ Class Meeting (or any adjournment thereof) for taking the poll. If the proxy form is signed by a person under a power of attorney or other authority, a notarial copy of that power of attorney or authority shall be deposited at the same time as mentioned in the proxy form. Completion and return of the proxy form will not preclude shareholders from attending and voting in person at the H Shareholders’ Class Meeting or any adjourned meetings should they so wish.

If the proxy is a legal person, its legal representative or any representative authorised by a resolution of its board of directors or by other governing body shall attend the above meeting of the Company on its behalf. If the H shareholder is a recognised clearing house (or its proxy) defined by the Hong Kong relevant Ordinance from time to time, the H shareholder may authorise one or more persons it considers appropriate as its representative(s) at the above meeting; however, if more than one person are authorised, the power of attorney shall contain the number and class of shares for which such persons are authorised, and shall be signed by an authorised personnel of the recognised clearing house. The person(s) so authorised can represent the recognised clearing house (or its proxy) to attend the meeting and exercise its right, as if the persons are the Company’s individual shareholders, and shall not be required to produce evidence of shareholding, the notarised power of attorney and/or further evidence to prove that he/she/they have been duly authorised.

A vote provided in according to the instruments in such proxy forms shall be valid, notwithstanding the previous death or loss of capacity of the appointer or the revocation of the proxy or of the authority under which the proxy was executed, or the transfer of the shares with respect to which the proxy is given, provided that no notice in writing of such matters shall have been received by the Company prior to the above meeting.

1. In case of joint shareholder for any H share, only the person whose name is at the first place on the register of shareholders has the rights to receive the certificate of relevant shares and notice from the Company and to attend or exercise all of the votes relating to the shares.

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NOTICE OF H SHAREHOLDERS’ CLASS MEETING

1. H shareholders or their proxies shall provide their identity documents when attending the H Shareholders’ Class Meeting. If corporate H shareholders appoint authorised representative to attend the H Shareholders’ Class Meeting, the authorised representative shall produce his/her identity documents and a notarial copy of the relevant authorisation instrument signed by the Board or other authorised parties of the corporate Shareholders or other notarial documents allowed by the Company. Proxies shall produce their identity documents and the proxy form signed by the Shareholders or their attorney when attending the H Shareholders’ Class Meeting.

2. H shareholders attending the H Shareholders’ Class Meeting shall bear their own traveling and accommodation expenses.

As at the date of this notice, the Board consists of Mr. Zhou Yong and Ms. Zhou Jianqiu as executive Directors; Mr. Xue Binghai, Mr. Zhang Ke and Mr. Shan Bing as non-executive Directors; and Mr. Li Xindan, Mr. Zhang Hongfa and Mr. Lam Kai Yeung as independent non-executive Directors.

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