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

Sep 29, 2017

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)

FORM OF PROXY FOR USE AT THE 2017 FIRST EXTRAORDINARY GENERAL MEETING TO BE HELD ON MONDAY, 20 NOVEMBER 2017 OR AT ANY ADJOURNMENT THEREOF

I/We_(Note 2)ofbeing the registered holder(s) of(Note 1)_RMB1.00 each in the share capital of t			Number of shares to which thisform of proxy relates_(Note 1)_	Domestic SharesH SharesH Share(s)/domestic share(s) ofG or
		he Company, HEREBY APPOINT(Note 3) TH	E CHAIRMAN OF THE MEETIN

of as my/our proxy to attend at the 2017 first extraordinary general meeting of the Company (the “ Meeting ”) (and at any adjournment thereof) to be held at the Conference Room, 9/F, Holly Tower, No. 50 Zhonghua Road, Nanjing, the People’s Republic of China at 2:30 p.m. on Monday, 20 November 2017 for the purpose of considering and, if thought fit, passing the following resolutions as set out in the notice convening the Meeting dated 29 September 2017 and vote for me/us and in my/our names in respect of the resolutions as indicated below, or, if no such indication is given, as my/our proxy thinks fit.

	AS SPECIAL RESOLUTIONSFOR(Note 4)AGAINST(Note 4)ABSTAIN_(Note _
1.	to consider and approve the proposal of the Company’s application of initialpublic 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 andoverseas offering and listing of shares
1.11	conversion of unlisted issued shares of the Company to A Shares
1.12	accumulated profits distribution
1.13	valid period of the resolutions for the proposal of the A Share Offering
2.	to consider and approve the authorisation to the board (the “Board”) ofdirectors (the “Directors”) of the Company to deal with related matters inconnection with the Company’s application for the A Share Offering andlisting of A Shares at its full discretion
3.	to consider and approve the feasibility analysis report on the investmentprojects using the proceeds from the A Share Offering
4.	to consider and approve the impacts and remedial measures on dilution ofimmediate return from the A Share Offering
5.	to consider and approve the price stabilising plan for the A Shares within threeyears after the A Share Offering
6.	to consider and approve the dividend return plan for shareholders within threeyears after the A Share Offering
7.	to consider and approve the public undertakings in documents in connectionwith the A Share Offering
8.	to consider and approve the proposed formulation of the articles of associationof the Company with effect upon A Share Offering and the listing of the AShares
9.	to consider and approve the proposed formulation of the rules of proceduresof the general meetings of the Company with effect upon the A Share Offeringand the listing of the A Shares
10.	to consider and approve the proposed formulation of the rules of proceduresof the Board of the Company with effect upon the A Share Offering and thelisting of the A Shares

	12.	to consider and approve the proposed amendments to the existing articles of	to consider and approve the proposed amendments to the existing articles of	to consider and approve the proposed amendments to the existing articles of	to consider and approve the proposed amendments to the existing articles of
		association of the Company
	13.	to consider and approve the proposed amendments to the existing rules of
		procedures of the Board of the Company
		AS ORDINARY RESOLUTIONS
	14.	to consider and approve the report of use		of raised funds from the previous
		offering
	15.	to consider and approve the proposed formulation of related party			transactions
		management system with	effect upon A Share Offering and the listing of the
		A Shares
	16.	to consider and approve the proposed formulation of the system concerning
		the independent Directors	with effect upon A Share Offering and the listing of
		the A Shares
	17.	to consider and approve	the proposed formulation of the administration
		system of raised funds with effect upon A Share Offering and the listing of the
		A Shares
	18.	to consider and approve the new thermal coal variation basis trading
		cooperation framework agreement entered into between Holly Capital
		Management Co., Ltd., a wholly-owned		subsidiary of the Company and
		Jiangsu Chemical Fertilizer Co., Ltd on 29 September 2017 with respect to the
		cooperation on thermal coal variation basis trading, and the continuing
		connected transactions contemplated thereunder and to fully authorise the
		operation management of	the Company to handle all related matters of these
		continuing connected transactions in its full discretion
	19.	to consider and approve Ms. Yu Hong as a Supervisor

Dated this day of 2017 Signature(s) [(Note][6)]

Notes:

1. Please insert the number and type of share(s) registered in your name(s) relating to this form of proxy. If no number is inserted, this form of proxy will be deemed to relate to all of the shares in the capital of the Company registered in your name(s).

2. Full name(s) and address(es) to be inserted in BLOCK CAPITALS .

3. If any proxy other than the Chairman is preferred, please strike out “ THE CHAIRMAN OF THE MEETING ” here inserted and insert the name and address of the proxy desired in the space provided. You may appoint one or more proxies to attend the Meeting. A proxy need not be a shareholder of the Company but must attend the Meeting in person to represent you. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE MEETING WILL ACT AS PROXY. 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 THE RESOLUTIONS, TICK THE APPROPRIATE BOXES MARKED “FOR”. IF YOU WISH TO VOTE AGAINST THE RESOLUTIONS, TICK THE APPROPRIATE BOXES MARKED “AGAINST”, IF YOU WISH TO ABSTAIN FROM VOTING ON ANY RESOLUTION, PLEASE TICK IN THE BOX MARKED “ABSTAIN”, AND YOUR VOTING WILL BE COUNTED IN THE TOTAL NUMBER OF VOTES CAST IN THAT RESOLUTION FOR THE PURPOSE OF CALCULATING THE RESULT OF THAT RESOLUTION. Failure to complete any or all of the boxes will entitle your proxy to cast his/her/its votes at his/her/its discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the Meeting other than those referred to in the notice convening the Meeting.

5. Any member of the Company (“ Member ”) entitled to attend and vote at the Meeting shall be entitled to appoint another person (who must be an individual) as his/her/its proxy to attend and vote instead of him/her/it and a proxy so appointed shall have the same right as the Member to speak at the Meeting. On a poll, votes may be given either personally or by proxy. A proxy need not be a Member. A Member may appoint more than one proxy to attend on the same occasion.

6. 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 executed under its seal or under the hand of an officer or attorney duly authorised. If the proxy form is signed by an attorney of the shareholder, the power of attorney authorising that attorney to sign or other document(s) of authorisation must be notarized.

7. In order to be valid, this form of proxy for the 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 and, for holders of domestic shares of the Company, to the headquarters in the PRC of the Company not less than 24 hours (i.e. not later than 2:30 p.m. on Sunday, 19 November 2017) before the time for holding the Meeting (or any adjournment thereof) for taking the poll. If the form of proxy 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 form of proxy. Completion and return of the form of proxy will not preclude shareholders from attending and voting in person at the Meeting or any adjourned meetings should they so wish.

8. In case of joint shareholder for any 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.

9. Shareholders or their proxies shall provide their identity documents when attending the Meeting. 10. The address of the headquarters in the PRC of the Company is No. 50 Zhonghua Road, Nanjing, the PRC.