Xingye Alloy Materials Group Limited — Proxy Solicitation & Information Statement 2020

Feb 12, 2020

Huan Yue Interactive Holdings Limited

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 505)

FORM OF PROXY

for the extraordinary general meeting (“EGM”) to be held on Monday, 9 March 2020 (or any adjournment thereof)

I/We [(Note][1)]

of

being the registered holder(s) of [(Note][2)] Limited (the “ Company ”) hereby appoint the Chairman of the EGM [(Note][3)] or of

shares of HK$0.10 each in the capital of Huan Yue Interactive Holdings

as my/our proxy to attend and act on my/our behalf at the EGM of the Company to be held at Room 1106, Tower A, Lvdihai-waitan Building, No. 818, Longhua East Road, Huangpu District, Shanghai, the People’s Republic of China on Monday, 9 March 2020 at 2:00 p.m. or at any adjournment thereof and to vote for me/us on the resolution referred to in the notice of the EGM (with or without modifications) as indicated below:

SPECIAL RESOLUTION

FOR [(Note][4)] AGAINST [(Note][4)]

The entering into of the Settlement Deed dated 23 January 2020 entered into between the Company, Xingye, the Vendor, and the Guarantors. in relation to the Settlement (a copy of the Settlement Deed is marked “A” and produced to the EGM and signed by the chairman of the EGM for identification purpose), pursuant to which (i) the Company shall cancel the issuance of, and be relieved from the obligation to issue, the Unissued Shares at the Cancellation Price of HK$0.80 per Share (i.e. the Share Cancellation); (ii) the Company shall buy back the Sale Shares from the Vendor at the Buy-back Price of HK$0.80 per Share (i.e. the Share Buy-back); and (iii) the Vendor shall repay the Residual Repayment Amount in cash to the Company (i.e. the Residual Repayment Arrangement), and all the transactions contemplated thereunder and all other matters of and incidental thereto or in connection therewith be and are hereby approved, ratified and confirmed.

The description of the resolution is by way of summary only. The full text of the resolution is set out in the notice of the EGM.

Signature(s) [(Note][5)] :

Dated this day of 2020

Notes:

1. Please insert full name(s) and address(es) in BLOCK CAPITAL LETTERS .

2. Please insert the number of shares registered in your name(s) to which the proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all the shares in the capital of the Company registered in your name(s).

3. If any proxy other than the Chairman of the EGM is preferred, strike out the words “the Chairman of the EGM”, and insert the name and address of the proxy desired in the space provided.

4. IMPORTANT: IF YOU WISH YOUR PROXY TO VOTE ON YOUR BEHALF FOR A PARTICULAR RESOLUTION, TICK THE BOX MARKED “FOR”. IF YOU WISH YOUR PROXY TO VOTE AGAINST A PARTICULAR RESOLUTION, TICK THE BOX MARKED “AGAINST”. If you do not indicate how you wish your proxy to vote, your proxy will be entitled to exercise his discretion whether to vote for or against the resolutions or to abstain from voting. Your proxy will also be entitled to vote at his discretion on any amendment to the resolutions referred to in the notice of the EGM which has been properly put to the meeting.

5. 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 under its common seal or under the hand of any duly authorized officer.

6. In the case of joint registered holders of any share, any one of such persons may vote at the EGM, either personally or by proxy, in respect of such share as if he were solely entitled thereto, but if more than one of such joint holders are present at the EGM personally or by proxy, the person whose name stands first on the register of members in respect of the relevant share will alone be entitled to vote in respect thereof.

7. To be valid, this form of proxy, together with any power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power of attorney or other authority, must be deposited at the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited (the “ Branch Registrar ”), at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours (i.e. before 2:00 p.m. on 7 March 2020, Hong Kong time) before the time appointed for holding the meeting or any adjourned meeting.

8. For the purpose of determining members who are qualified for attending the EGM, the register of members of the Company will be closed from 4 March 2020 to 9 March 2020 (both days inclusive), during which period no transfer of the Shares will be effected. In order to qualify for attending the EGM, all transfers of Shares accompanied by the relevant share certificates must be lodged with the Branch Registrar at the address stated above by no later than 4:30 p.m. on 3 March 2020.

9. Any member of the company entitled to attend and vote at the meeting (or any adjournment thereof) is entitled to appoint one or more proxies to attend and vote in his stead. The proxy needs not be a member of the Company but must attend the meeting in person to represent you.

10. Completion and return of this form of proxy will not preclude you from attending and voting in person at the EGM if you so desire.

11. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE DULY INITIALLED BY THE PERSON WHO SIGNS IT.

PERSONAL INFORMATION COLLECTION STATEMENT

• (i) “Personal Data” in this statement has the same meaning as “personal data” in the Personal Data (Privacy) Ordinance, Chapter 486 of the Laws of Hong Kong (“ PDPO ”).

• (ii) Your Personal Data is supplied to the Company on a voluntary basis. Failure to provide sufficient information may render the Company not able to process your instructions and/or request as stated in this proxy form.

• (iii) Your Personal Data may be disclosed or transferred by the Company to its subsidiaries, the Branch Registrar, and/or other companies or bodies for any of the stated purposes, and retained for such period as may be necessary for verification and record purposes.

• (iv) You have the right to request access to and/or correction of your Personal Data in accordance with the provisions of the PDPO. Any such request for access to and/or correction of your Personal Data should be in writing and sent to the Privacy Compliance Officer of the Branch Registrar (address set out in note 7 above).