3DG Holdings (International) Limited — Proxy Solicitation & Information Statement 2021

Jun 29, 2021

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HONG KONG RESOURCES HOLDINGS COMPANY LIMITED 香港資源控股有限公司

(Incorporated in Bermuda with limited liability and carrying on business in Hong Kong as HKRH China Limited)

(Stock Code: 2882)

Proxy Form for Special General Meeting

I/We [(Note][1)] of [(Note][2)]

being registered holder(s) of [(Note][3)]

shares of HK$0.04 each in the capital of Hong Kong Resources Holdings Company Limited (the “ Company ”) hereby appoint [(Note][4)] the chairman of the meeting or

of

to act as my/our proxy at the special general meeting of the Company (the “ SGM ”) to be held at Room 905, 9/F., Star House, 3 Salisbury Road, Tsim Sha Tsui, Kowloon, Hong Kong on Friday, 23 July 2021 at 11:00 a.m. (or at any adjournment thereof) and to vote on my/our behalf as directed below, and if no such indication is given, as my/our proxy thinks fit.

Capitalised terms used herein shall have the same meaning as those stated in the notice convening the SGM.

									SPECIAL RESOLUTION				FOR (Note 5) AGAINST (Note 5)	FOR (Note 5) AGAINST (Note 5)	FOR (Note 5) AGAINST (Note 5)	FOR (Note 5) AGAINST (Note 5)	FOR (Note 5) AGAINST (Note 5)
		1.		To		approve the Capital Reorganisation and to authorise the Director(s) to				do all	things necessary
				for		implementation of the aforesaid.
									ORDINARY RESOLUTIONS					FOR(Note 5)	AGAINST(Note 5)
		2.		To		approve,			confirm and ratify the First Subscription Agreement	and	the		transactions
				contemplated					thereunder, including but not limited to, the grant of the specific		mandate to allot
				and		issue		the	First Subscription Shares and the First Conversion Shares.
		3.		To		approve,			confirm and ratify the Second Subscription Agreement	and	the		transactions
				contemplated					thereunder, including but not limited to, the grant of the specific		mandate to allot
				and		issue		the	Second Subscription Shares and the Second Conversion Shares.

Dated the

day of 2021 Signature(s) [(Note][6)]

Notes:

1. Your full name(s) to be inserted in BLOCK CAPITALS.

2. Your address(es) to be inserted in BLOCK CAPITALS.

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

4. If any proxy other than the chairman of the meeting is preferred, delete the words “the chairman of the meeting, or” and insert the name and address of the proxy in the space provided. Any alteration made to this form of proxy must be initialled by the person who signs it.

5. Important: If you wish to vote for any of the resolutions, insert “X” in the box marked “FOR”. If you wish to vote against any of the resolutions, insert “X” in the box marked “AGAINST”. Failure to mark “X” in the box will entitle your proxy to cast your vote at his discretion.

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 under its common seal or under the hand of any director or attorney duly authorised in writing.

7. In order to be valid, this form of proxy and the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy thereof, must be lodged at the Company’s branch share registrar, Tricor Tengis Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong at least 48 hours (i.e. 11:00 a.m. on Wednesday, 21 July 2021) prior to the time appointed for holding the AGM or any adjournment thereof.

8. In the case of joint holders of a Share, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the vote(s) of the other joint holder(s), and for this purpose, seniority will be determined by the order in which their names stand in the register of members of the Company in respect of the joint holding.

9. The proxy need not be a member of the Company.

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 share 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 Personal Data Privacy Officer of the branch share registrar.