11E151212535Proxy 1..1


YUHUA ENERGY HOLDINGS LIMITED

裕華能源控股有限公司

(formerly known as Shinhint Acoustic Link Holdings Limited 成謙聲匯控股有限公司)

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2728)

FORM OF PROXY FOR USE AT THE EXTRAORDINARY GENERAL MEETING (OR AT ANY ADJOURNMENT THEREOF) TO BE HELD ON

FRIDAY, 5 FEBRUARY 2016 AT 10:30 A.M.


I/We(note 1) of being the registered holder(s) of (note2) ordinary share(s) of HK$0.005 each in the share capital of Yuhua Energy Holdings Limited (the ''Company'') hereby appoint the chairman of the Meeting (as defined below) or (note 3)


of as my/our proxy to attend and vote for me/us and on my/our behalf at the extraordinary general meeting of the Company (''the Meeting'') to be held on 5 February 2016 (Friday) at 10:30 a.m. at Room 2207, 22/F, Harbour Centre, 25 Harbour Road, Wanchai, Hong Kong and at any adjournment thereof for the purpose of considering and, if thought fit, passing the ordinary resolutions as set out in the notice (the ''Notice'') convening the Meeting as indicated below or if no such indication is given, as my/our proxy thinks fit and in respect of any other business that may properly come before the Meeting and/or at any adjournment thereof:


ORDINARY RESOLUTIONS (note4)

FOR (note 4)

AGAINST (note 4)

1.

To approve, confirm and ratify the Subscription Agreement (as defined in the circular of the Company dated 21 January 2016 (the ''Circular'')) and all the transactions contemplated thereunder and the grant of the Specific Mandate (as defined in the Circular), to authorise any one director of the Company to allot and issue the Subscription Shares (as defined in the Circular) under the Specific Mandate and to authorise any one director of the Company to do all such things, take all such actions and execute all such documents as he/she may consider to be necessary or desirable to implement any of the matters relating to or incidental to the Subscription Agreement and the Specific Mandate.

2.

To approve the Whitewash Waiver (as defined in the Circular).




Dated this day of 2016


Shareholder's Signature (notes 5, 6, 7 and 8)


Notes:

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


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

  3. Any member entitled to attend and vote at the Meeting shall be entitled to appoint another person as his proxy to attend and vote instead of him. A member who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf at the Meeting. A proxy need not be a member of the Company. If you wish to appoint some person other than the chairman of the Meeting as your proxy, please delete the words ''the chairman of the Meeting'' and insert the name and address of the person appointed as your proxy in the space provided.

  4. If you wish to vote for any of the resolutions set out above, please tick ('''') the boxes marked ''FOR''. If you wish to vote against any resolutions, please tick ('''') the boxes marked ''AGAINST''. If this form returned is duly signed but without specific direction on any of the proposed resolutions, the proxy will vote or abstain at his discretion in respect of all resolutions; or if in respect of a particular proposed resolution there is no specific direction, the proxy will, in relation to that particular proposed resolution, vote or abstain at his discretion. The proxy will also be entitled to vote at his discretion on any resolutions properly put to the Meeting other than those set out in the Notice.

  5. In the case of a joint holding, this form of proxy may be signed by any joint holder, but if more than one joint holder is present at the Meeting, whether in person or by proxy, that one of the joint holder whose name stands first on the register of members of the Company in respect of the relevant joint holding shall alone be entitled to vote in respect thereof.

  6. The form of proxy must be signed by a member, or his attorney duly authorised in writing, or if the shareholder is a corporation, either under its common seal or under the hand of an officer or attorney so authorised.

  7. In order to be valid, this form of proxy must be deposited together with a power of attorney or other authority, if any, under which it is signed or a certified copy of that power or authority, at the offices of the Company's branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not less than 48 hours before the time for holding the Meeting or any adjournment thereof.

  8. Any alteration made to this form should be initialled by the person who signs the form.


  9. The description of the resolutions is by way of summary only. The full text appears in the Notice.


  10. Pursuant to Rule 13.39(4) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, any vote of the members at a general meeting must be taken by poll. Accordingly, at the Meeting, the chairman of the Meeting will exercise his power under article 66 of the articles of association of the Company to put each of the resolutions set out in the Notice to be voted by way of poll.

Yuhua Energy Holdings Ltd. issued this content on 2016-01-20 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 2016-01-20 14:18:09 UTC

Original Document: http://yuhuaenergy.com/eng/announcement_n_circulars/ew_02728Proxy-21012016.pdf