Xingfa Aluminium Holdings Limited — Proxy Solicitation & Information Statement 2017

Apr 24, 2017

XINGFA ALUMINIUM HOLDINGS LIMITED 興發鋁業控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 98)

Form of Proxy for use at the Court Meeting to be held on Wednesday, 17 May 2017

Form of proxy for use at the court meeting (or at any adjournment thereof) (the ‘‘Court Meeting’’) of the Scheme Shareholders (as defined in the scheme of arrangement and explanatory memorandum referred to in the Notice of the Court Meeting) of the shares of HK$0.01 each in the share capital of Xingfa Aluminium Holdings Limited (the ‘‘Company’’) convened by the direction of the Grand Court of the Cayman Islands.

FINANCIAL SERVICES JURISDICTION IN THE GRAND COURT OF THE CAYMAN ISLANDS

CAUSE NO. FSD 69 OF 2017

IN THE MATTER of sections 15 and 86 of the Companies Law (2016 Revision) AND IN THE MATTER of the Grand Court Rules 1995 Order 102 AND IN THE MATTER of Xingfa Aluminium Holdings Limited

I/We[(Note][1)]

of

shareshares[(Note][2)] of

being the registered holder(s) of shareshares of HK$0.01 each in the share capital of the Company, HEREBY APPOINT THE CHAIRMAN OF THE COURT MEETING[(Note][3)] or

of

as my/our proxy to attend and act for me/us and on my/our behalf at the Court Meeting convened by the direction of the Grand Court of the Cayman Islands (or at any adjournment thereof) of the Scheme Shareholders of the Company to be held at Function Room, Kowloon Shangri-La, 64 Mody Road, Tsim Sha Tsui East, Hong Kong on Wednesday, 17 May 2017 at 11:30 a.m. (Hong Kong time) for the purpose of considering and, if thought fit, approving (with or without modifications) the Scheme of Arrangement referred to in the Notice of the Court Meeting (the ‘‘Scheme’’) and at the Court Meeting (or at any adjournment thereof) to vote for me/us and in my/our name(s) for the Scheme (either with or without modifications, as my/our proxy may approve) or against the Scheme, as indicated below(Note 4), or if no such indication is given, as my/our proxy thinks fit and in respect of any other resolution that may properly come before the Court Meeting and/or any adjournment thereof.

FOR the Scheme[10] AGAINST the Scheme[10] Dated this day of 2017 Signature[(Note][5)] :

• Notes: 1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS. The names of all joint holders should be stated.

1. Please insert the number of Scheme Shares (as defined in the Scheme) registered in your name(s) and to which this form of proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all the Scheme Shares registered in your name(s).

2. proxyAny Schemeother thanShareholderthe Chairmanentitledis topreferred,attend andstrikevoteoutat thethe Courtwords Meeting‘‘THE CHAIRMANis entitled toOFappointTHE anotherCOURTpersonMEETINGas his’’proxyand insertto attendthe nameand voteandinsteadaddressofofhim.the Ifproxyany desired in the space provided. A Scheme Shareholder who is the holder of two or more Scheme Shares may appoint more than one proxy to attend and vote on his behalf at the Court Meeting provided that if more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE COURT MEETING WILL ACT AS YOUR PROXY. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

3. IMPORTANT: IF YOU WISH TO VOTE FOR THE SCHEME, TICK THE APPROPRIATE BOX MARKED ‘‘FOR’’. IF YOU WISH TO VOTE AGAINST THE SCHEME, TICK THE APPROPRIATE BOX MARKED ‘‘AGAINST’’. Failure to tick either box will entitle your proxy to cast his vote at his discretion or abstain. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the Court Meeting other than those referred to in the Notice of the Court Meeting or abstain.

4. This form of proxy must be signed by you or your attorney duly authorized in writing or, in the case of a corporation, must be either executed under its common seal or under the hand of an officer or attorney duly authorized.

5. In the 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. mustTo bebevalid,depositedthis format theof Companyproxy together’s branchwithsharethe powerregistrarof attorneyin Hong (ifKong,any)Tricoror otherInvestorauthorityServices(if any)Limited,under whichat Levelit is22,signedHopewellor a notariallyCentre, 183certifiedQueen’copys Roadthereof,East, Hong Kong as soon as possible and in any event not less than 48 hours before the time fixed for holding this Court Meeting or any adjournment thereof. If this form of proxy is not so deposited, it may, however, be handed to the Chairman of the Court Meeting at the Court Meeting, who shall have absolute discretion as to whether or not to accept it.

7. The proxy need not be a member of the Company but must attend the Court Meeting in person to represent you.

8. Completion and delivery of the form of proxy will not preclude you from attending and voting at the Court Meeting or any adjourned Court Meeting if you so wish and in such event, this form of proxy shall be deemed to be revoked.

9. The full text of the Scheme and a copy of the memorandum explaining the effect of the Scheme appears in the composite scheme document dated 24 April 2017.